10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 0-5965

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-2723087
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 South La Salle Street Chicago, Illinois	60603
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 630-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, $1.66 2/3 Par Value Preferred Stock Purchase Rights	The Nasdaq Stock Market The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, large “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

The aggregate market value of the Common Stock as of June 30, 2007 (the last business day of the registrant’s most recently completed second quarter), based upon the last sale price of the Common Stock at June 30, 2007 as reported by The Nasdaq Stock Market, held by non-affiliates was approximately $13,061,246,479. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose.

At February 26, 2008, 220,543,127 shares of Common Stock, $1.66 ²/₃ par value, were outstanding.

Portions of the following documents are incorporated by reference:

Financial Annual Report to Stockholders for the Fiscal Year Ended December 31, 2007—Part I and Part II

2008 Notice and Proxy Statement for the Annual Meeting of Stockholders to be held on April 15, 2008—Part III

Northern Trust Corporation

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

		Page
PART I
Item 1	Business	2
	Supplemental Item—Executive Officers of the Registrant	25
Item 1A	Risk Factors	25
Item 1B	Unresolved Staff Comments	28
Item 2	Properties	29
Item 3	Legal Proceedings	29
Item 4	Submission of Matters to a Vote of Security Holders	29
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6	Selected Financial Data	30
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8	Financial Statements and Supplementary Data	31
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A	Controls and Procedures	31
Item 9B	Other Information	31
PART III
Item 10	Directors, Executive Officers and Corporate Governance	32
Item 11	Executive Compensation	32
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accountant Fees and Services	33
PART IV
Item 15	Exhibits and Financial Statement Schedules	34
Signatures		35
Exhibit Index		36

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PART I

Item 1—Business

NORTHERN TRUST CORPORATION

Northern Trust Corporation (Corporation) is a financial holding company that is a leading provider of investment management, asset and fund administration, fiduciary, and banking solutions for corporations, institutions, and affluent individuals. The Corporation conducts business through various U.S. and non-U.S. subsidiaries, including The Northern Trust Company (Bank). The Corporation has a network of 85 offices in 18 U.S. states and has international offices in 15 locations in North America, Europe, and the Asia-Pacific region. At December 31, 2007, the Corporation had consolidated total assets of $67.6 billion and stockholders’ equity of $4.5 billion.

The Bank is an Illinois banking corporation headquartered in the Chicago financial district and the Corporation’s principal subsidiary. Founded in 1889, the Bank conducts its business through its U.S. operations, its Toronto, London, and Singapore branches, and various U.S. and non-U.S. subsidiaries. At December 31, 2007, the Bank had consolidated assets of $58.4 billion and common equity capital of $3.4 billion.

The Corporation expects that, although the operations of other banking and non-banking subsidiaries will continue to be of increasing significance, the Bank will in the foreseeable future continue to be the major source of the Corporation’s consolidated assets, revenues, and net income. Except where the context otherwise requires, the term “Northern Trust” refers to Northern Trust Corporation and its subsidiaries on a consolidated basis. A complete list of the Corporation’s direct and indirect subsidiaries is filed as Exhibit 21 to this Annual Report on Form 10-K and incorporated into this Item by reference.

BUSINESS UNITS

Effective January 1, 2008, Frederick H. Waddell, assumed the position of Chief Executive Officer of the Corporation, following William A. Osborn’s resignation from that position effective on that day. Mr. Osborn continues to serve as Chairman of the Corporation. Under the leadership of Mr. Waddell, who also serves as President of the Corporation, Northern Trust organizes its services globally around its two client-focused principal business units: Corporate and Institutional Services (C&IS) and Personal Financial Services (PFS). Two other business units provide services to the two principal business units: Northern Trust Global Investments (NTGI), which provides investment management, and Worldwide Operations and Technology (WWOT), which provides operating and systems support. For financial management reporting purposes, the operations of NTGI and WWOT are allocated to the two principal business units. Financial information regarding the Corporation’s business units is included in the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

The following is a brief summary of each business unit’s activities and the activities of the Corporate Financial Management Group and the Corporate Risk Management Group.

Corporate and Institutional Services

C&IS is a leading global provider of asset servicing, asset management, and related services to corporate and public retirement funds, foundations, endowments, fund managers, insurance companies, and government funds. C&IS also offers a full range of commercial banking services, placing special emphasis on developing and supporting institutional relationships in two target markets: large and mid-sized corporations and financial institutions. Asset servicing, asset management, and related services encompass a full range of state-of-the-art capabilities including: global master trust and custody, trade, settlement, and reporting; fund administration; cash management; and investment risk and performance analytical services. Client relationships are managed principally through the Bank’s Chicago, London, Singapore and Toronto branch locations with other operations or representative offices in New Jersey, Ireland, the Channel Islands, the Netherlands, China and Australia. Asset servicing relationships managed by C&IS often include investment management, securities lending, transition management, and commission recapture services provided through NTGI. C&IS also provides related foreign exchange services in the U.S., U.K., Guernsey, and Singapore. At December 31, 2007, total C&IS assets under custody were $3.8 trillion and assets under management were $608.9 billion.

Personal Financial Services

PFS provides personal trust, investment management, custody, and philanthropic services; financial consulting; guardianship and estate administration; qualified retirement plans; and private and business banking. PFS focuses on high net worth individuals and families, business owners, executives, professionals, retirees, and established privately-held businesses in its target markets. PFS also includes the Wealth Management Group, which provides customized products and services to

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meet the complex financial needs of individuals and family offices in the United States and throughout the world with assets typically exceeding $75 million.

PFS is one of the largest providers of personal trust services in the United States, with $332.3 billion in assets under custody and $148.3 billion in assets under management at December 31, 2007. PFS services are delivered through a network of 85 offices in 18 U.S. states as well as offices in London and Guernsey.

Northern Trust Global Investments

NTGI, through various subsidiaries of the Corporation, provides a broad range of investment management and related services and other products to U.S. and non-U.S. clients of C&IS and PFS. Clients include institutional and individual separately managed accounts, bank common and collective funds, registered investment companies, non-U.S. collective investment funds and unregistered private investment funds. NTGI offers both active and passive equity and fixed income portfolio management, as well as alternative asset classes (such as private equity and hedge funds of funds) and multi-manager products and services. NTGI’s activities also include brokerage, securities lending, transition management, and related services. NTGI’s business operates internationally through subsidiaries, alliances, and distribution arrangements.

Worldwide Operations and Technology

WWOT supports all of Northern Trust’s business activities, including the processing and product management activities of C&IS, PFS, and NTGI. These activities are conducted principally in the operations and technology centers in Chicago, London, and Bangalore and fund administration centers in Ireland.

Corporate Financial Management Group

The Corporate Financial Management Group includes the Chief Financial Officer, Corporate Controller, Corporate Treasurer, Corporate Development, Investor Relations and Strategic Sourcing functions. The Group is responsible for Northern Trust’s accounting and financial infrastructure and for managing the Corporation’s financial position.

Corporate Risk Management Group

The Corporate Risk Management Group includes the Credit Policy and other Corporate Risk Management functions. The Credit Policy function is described in the “Asset Quality and Credit Risk Management” section of the Financial Annual Report to Stockholders for the year ended December 31, 2007 on pages 24-32. The Corporate Risk Management Group monitors, measures, and facilitates the management of risks across the businesses of the Corporation and its subsidiaries.

GOVERNMENT MONETARY AND FISCAL POLICIES

The earnings of Northern Trust are affected by numerous external influences. Chief among these are general economic conditions, both domestic and international, and actions that governments and their central banks take in managing their economies. These general conditions affect all of the Northern Trust’s businesses, as well as the quality, value, and profitability of their loan and investment portfolios.

The Board of Governors of the Federal Reserve System is an important regulator of U.S. economic conditions and has the general objective of promoting orderly economic growth in the United States. Implementation of this objective is accomplished by the Federal Reserve Board’s open market operations in United States Government securities, its setting of the discount rate at which member banks may borrow from Federal Reserve Banks and its changes in the reserve requirements for deposits. The policies adopted by the Federal Reserve Board may strongly influence interest rates and hence what banks earn on their loans and investments and what they pay on their savings and time deposits and other purchased funds. Fiscal policies in the United States and abroad also affect the composition and use of Northern Trust’s resources.

COMPETITION

The businesses in which Northern Trust operates are very competitive. Competition is provided by both unregulated and regulated financial services organizations, whose products and services span the local, national, and global markets in which Northern Trust conducts operations.

Northern Trust’s principal business strategy is to provide quality financial services to targeted market segments in which it believes it has a competitive advantage and favorable growth prospects. As part of this strategy, Northern Trust seeks to deliver a level of service to its clients that distinguishes it from its competitors. In addition, Northern Trust emphasizes the development and growth of recurring sources of fee-based income and is one of a select group of major bank

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holding companies in the United States that generates more revenues from fee-based services than from net interest income. Northern Trust seeks to develop and expand its recurring fee-based revenue by identifying selected markets with good growth characteristics and providing a high level of individualized service to its clients in those markets. Northern Trust also seeks to preserve its asset quality through established credit review procedures and to maintain a conservative balance sheet. Finally, Northern Trust seeks to operate with a strong management team that includes senior officers having broad experience and long tenure.

Commercial banks, savings banks, savings and loan associations, and credit unions actively compete for deposits, and money market funds and investment banking firms offer deposit-like services. These institutions, as well as consumer and commercial finance companies, national retail chains, factors, insurance companies, and pension trusts, are important competitors for various types of loans. Issuers of commercial paper compete actively for funds and reduce demand for bank loans. For personal and corporate trust services and investment counseling services, trust companies, investment banking firms, insurance companies, investment counseling firms, and others offer active competition. A wide variety of U.S. and non-U.S. companies compete for settlement and other services.

REGULATION AND SUPERVISION

Financial Holding Company Regulation

Under U.S. law, the Corporation is a bank holding company that has elected to be a financial holding company under the Bank Holding Company Act (BHCA) as amended by the Gramm-Leach-Bliley Act (GLBA). Consequently, the Corporation and its business activities throughout the world are subject to the supervision, examination, and regulation of the Federal Reserve Board. The BHCA and other federal laws subject bank and financial holding companies to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations. Supervision and regulation of bank holding companies, financial holding companies, and their subsidiaries are intended primarily for the protection of depositors and other clients of banking subsidiaries, the deposit insurance fund of the Federal Deposit Insurance Corporation (FDIC), and the banking system as a whole, not for the protection of stockholders or other creditors.

Under the BHCA, bank holding companies and their banking subsidiaries are generally limited to the business of banking and activities closely related or incidental to banking. As a financial holding company, the Corporation is permitted to engage in other activities that the Federal Reserve Board, working with the Secretary of the Treasury, determines to be financial in nature, incidental to an activity that is financial in nature, or complementary to a financial activity and that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally, or to acquire shares of companies engaged in such activities. Activities defined to be financial in nature include providing financial or investment advice; securities underwriting and dealing; insurance underwriting; and making merchant banking investments in commercial and financial companies, subject to significant limitations. They also include activities previously determined by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Corporation may not, however, directly or indirectly acquire the ownership or control of more than 5% of any class of voting shares, or substantially all of the assets, of a bank holding company or a bank, without the prior approval of the Federal Reserve Board.

In order to maintain the Corporation’s status as a financial holding company, each of the Corporation’s insured depository institution subsidiaries must remain “well capitalized” and “well managed” under applicable regulations, and must have received at least a “satisfactory” rating in its most recent examination under the Community Reinvestment Act. Failure to meet one or more of these requirements would mean, depending on the requirements not met, that the Corporation could not undertake new activities, make acquisitions other than those permitted generally for bank holding companies, or continue certain activities.

Subsidiary Regulation

The Bank is a member of the Federal Reserve System, its deposits are insured by the FDIC, and it is subject to regulation by both these entities, as well as by the Division of Banking of the Illinois Department of Financial and Professional Regulation. The Bank is registered as a government securities dealer in accordance with the Government Securities Act of 1986. As a government securities dealer, its activities are subject to the rules and regulations of the Department of the Treasury. The Bank is also registered as a transfer agent with the Federal Reserve Board and is therefore subject to the rules and regulations of the Federal Reserve Board in this area. In addition, the Corporation, the Bank and the

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Corporation’s New York trust company subsidiary are subject to regulation by the Banking Department of the State of New York.

The Corporation’s national bank subsidiaries are members of the Federal Reserve System and are subject to regulation by the Office of the Comptroller of the Currency (OCC), with deposits insured by the FDIC to the extent provided by the Federal Deposit Insurance Act. Northern Trust Bank, FSB is a federal savings bank that is not a member of the Federal Reserve System and is subject to regulation by the Office of Thrift Supervision and the FDIC.

The Corporation’s nonbanking affiliates are all subject to examination by the Federal Reserve Board. Its broker-dealer subsidiary is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority, subject to the rules and regulations of both of these bodies. Several subsidiaries of the Corporation are registered with the SEC under the Investment Advisers Act of 1940 and are subject to that act and the rules and regulations promulgated thereunder. Other subsidiaries are regulated by the Connecticut Department of Banking and the Office of the State Bank Commissioner in Delaware. Two families of mutual funds for which the Bank acts as investment adviser and one registered closed-end hedge fund of funds for which another subsidiary serves as investment adviser are subject to regulation by the SEC under the Investment Company Act of 1940.

Functional Regulation

Enacted in late 1999, the GLBA established a system of federal and state regulation based on functional regulation, meaning that primary regulatory oversight for a particular activity generally resides with the federal or state regulator designated as having the principal responsibility for that activity. Banking is supervised by federal and state banking regulators, insurance by state insurance regulators, and securities activities by the SEC and state securities regulators.

A significant component of the functional regulation provided in the GLBA relates to the application of federal securities laws and SEC oversight of some bank securities activities previously exempt from broker-dealer regulation. Among other things, the GLBA amended the definitions of “broker” and “dealer” under the Exchange Act to remove the blanket exemption for banks. The SEC has several times extended the blanket exemption for broker activities by order in order to allow consideration of a regulation to implement this provision of the GLBA proposed jointly by the SEC and the Federal Reserve Board pursuant to the Financial Services Regulatory Relief Act of 2006. Without these blanket exemptions, banks may conduct securities activities without broker-dealer registration only if the activities fall within a set of activity-based exemptions designed to allow banks to conduct only those activities traditionally considered to be primarily banking or trust activities. Securities activities outside these exemptions, as a practical matter, need to be conducted by a registered broker-dealer affiliate. The SEC and the Federal Reserve Board in September 2007 adopted a regulation to implement the broker activities exemption of the GLBA that will become effective for the Bank beginning January 1, 2009. Until that time, the blanket exemption for these activities will remain in place. The GLBA also amended the Investment Advisers Act of 1940 to require the registration of any bank or separately identifiable division of the bank that acts as investment adviser for mutual funds. The Corporation believes that it has taken the necessary actions to comply with these requirements of GLBA and the regulations adopted under them or will take such action prior to the relevant effective date.

Non-U.S. Regulation

The increasingly important activities of the Corporation’s subsidiaries outside the United States are subject to regulation by a number of non-U.S. regulatory agencies. Subsidiaries conducting banking, investment management, fund administration and asset servicing businesses in the United Kingdom, for example, are authorized to do so pursuant to the UK Financial Services and Markets Act of 2000 or are otherwise subject to regulation under it by the Financial Services Authority (FSA). The FSA exercises broad supervisory and disciplinary powers that include the power to temporarily or permanently revoke authorization to conduct a regulated business upon breach of the relevant regulations, suspend registered employees, and impose censures and fines on both regulated businesses and their regulated employees. The non-U.S. subsidiaries of the Corporation and branches of the Bank outside the United States are subject to the laws and regulatory authorities of the jurisdictions in which they operate. Additionally, Northern Trust’s subsidiary banks located outside the U.S. are subject to regulatory capital requirements in the jurisdictions in which they operate. As of December 31, 2007, each of Northern Trust’s non-U.S. banking subsidiaries had capital ratios above their specified minimum requirements.

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Cross-Guarantees Under the Federal Deposit Insurance Act

Under the Federal Deposit Insurance Act (FDIA), when two or more insured depository institutions are under common control, each of those depository institutions may be liable for any loss incurred, or expected to be incurred, by the FDIC in connection with the default of any of the others. Each also may be liable for any assistance the FDIC provides to the other institutions. “Default” means the appointment of a conservator or receiver for the institution. Thus, any of the Corporation’s banking subsidiaries could be liable to the FDIC if the FDIC were to suffer a loss in connection with any of the Corporation’s other banking subsidiaries. This cross-guarantee liability for a loss at a commonly controlled institution would be subordinated in right of payment to deposit liabilities, secured obligations, any other general or senior liability, and any obligation subordinated to depositors or other general creditors, other than obligations owed to any affiliate of the depository institution (with certain exceptions). Although neither the Corporation nor any of its nonbanking subsidiaries may be assessed for such loss under the FDIA, the Corporation has agreed to indemnify each of its banking subsidiaries, other than the Bank, for any payments a banking subsidiary may be liable to pay to the FDIC pursuant to these provisions of the FDIA.

Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to its banking subsidiaries and commit resources to their support. This support may be required by the Federal Reserve Board at times when, absent this Federal Reserve Board policy, it would not otherwise be provided. The Corporation has source of strength agreements in place with its existing subsidiaries evidencing its commitment to provide such support as needed. In addition, any capital loans by a bank holding company to any of its depository institution subsidiaries are subordinate in right of payment to deposits and to certain other indebtedness of the banks.

Payment of Dividends

The Corporation is a legal entity separate and distinct from its subsidiaries. The principal source of funds for the Corporation is dividends from the Bank. As a result, the Corporation’s ability to pay dividends on its common stock will depend primarily on the ability of the Bank to pay dividends to the Corporation in amounts sufficient to service its obligations. Dividend payments from the Bank are subject to Illinois law and to regulatory limitations, generally based on capital levels and current and retained earnings, imposed by various regulatory agencies with authority over the Bank. The ability of the Bank to pay dividends is also subject to regulatory restrictions if paying dividends would impair its profitability, financial condition or other cash flow requirements.

The Federal Reserve Board has issued a policy statement with regard to the payment of cash dividends by bank holding companies. The policy statement provides that, as a matter of prudent banking, a bank holding company should not maintain a rate of cash dividends unless its net income available to common stockholders has been sufficient to fully fund the dividends, and the prospective rate of earnings retention appears to be consistent with the holding company’s capital needs, asset quality, and overall financial condition. Accordingly, a bank holding company should not pay cash dividends that exceed its net income or can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing.

Various federal and state statutory provisions limit the amount of dividends the Bank can pay to the Corporation without regulatory approval. Approval of the Federal Reserve Board is required for payment of any dividend by a state chartered bank that is a member of the Federal Reserve System if the total of all dividends declared by the bank in any calendar year would exceed the total of its retained net income (as defined by regulatory agencies) for that year combined with its retained net income for the preceding two years. In addition, a state member bank may not pay a dividend in an amount greater than its undivided profits, as defined, without regulatory and shareholder approval.

The Bank is also prohibited under federal law from paying any dividend that would cause it to become undercapitalized. In addition, the federal regulatory agencies are authorized to prohibit a bank or bank holding company from engaging in an unsafe or unsound banking practice. The payment of dividends could, depending on the financial condition of the Bank, be deemed to constitute an unsafe or unsound practice.

Capital Adequacy Requirements

The Federal Reserve Board has established risk-based and leverage capital guidelines for bank holding companies. The minimum ratio of total capital to risk-weighted assets (which are the credit risk equivalents of balance sheet assets and certain off-balance sheet items such as standby letters of credit) is eight percent. At least half of the total capital must be composed of common stockholders’ equity (including retained earnings), qualifying non-cumulative perpetual preferred stock (and, for

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bank holding companies only, a limited amount of qualifying cumulative perpetual preferred stock and a limited amount of trust preferred securities), and minority interests in the equity accounts of consolidated subsidiaries, less goodwill, other disallowed intangibles, and disallowed deferred tax assets, among other items (“tier 1 Capital”). The remainder may consist of a limited amount of subordinated debt, other perpetual preferred stock, hybrid capital instruments, mandatory convertible debt securities that meet certain requirements, as well as a limited amount of reserves for loan losses (“tier 2 Capital”). The Federal Reserve Board also has adopted a minimum leverage ratio for bank holding companies, requiring tier 1 Capital of at least three percent of average quarterly total consolidated assets.

The federal banking regulators have also established risk-based and leverage capital guidelines that insured banks and thrifts are required to meet. These regulations are generally similar to those established by the Federal Reserve Board for bank holding companies. The risk-based and leverage capital ratios for the Corporation and its U.S. banking subsidiaries, together with the regulatory minimum ratios and the ratios required for classification as “well-capitalized,” are provided in the following chart.

	Risk-Based and Leverage Ratios as of December 31, 2007
	Tier 1 Capital		Total Capital		Leverage Ratio
Northern Trust Corporation	9.7	%	11.9	%	6.8	%
The Northern Trust Company	8.2		11.3		5.5
Northern Trust, NA	10.0		11.2		8.5
Northern Trust Bank, FSB	9.2		11.2		9.1
Minimum required ratio	4.0		8.0		3.0
“Well capitalized” minimum ratio	6.0		10.0		5.0

The federal bank regulatory agencies’ risk-based and leverage ratios are minimum supervisory ratios generally applicable to U.S. banking organizations that meet certain specified criteria, assuming that they have the highest regulatory rating. Banking organizations not meeting these criteria are expected to operate with capital positions well above the minimum ratios. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. In addition, the regulations of the Federal Reserve Board provide that concentration of credit risk, interest rate risk, and certain risks arising from nontraditional activities, as well as an institution’s ability to manage these risks, are important factors to be taken into account by regulatory agencies in assessing an organization’s overall capital adequacy. The agencies also have adopted an adjustment to the risk-based capital calculations to cover market risk in trading accounts of certain institutions, and in September 2006 issued a notice of proposed rulemaking with respect to amendments to these rules. The risk-based capital regulations also require U.S. banking institutions to effectively measure and monitor their interest rate risk and to maintain adequate capital for that risk.

In June 2004, the central bank governors and heads of bank supervision of the G10 countries endorsed a new framework for risk-based capital adequacy, sometimes referred to as Basel II, which had been developed by the Basel Committee on Banking Supervision. The Basel II framework formed the basis upon which the U.S. regulatory authorities developed revisions to existing capital adequacy regulations and standards. The latest agreed-upon version of the framework was released by the Basel Committee in November 2005. In December 2007, the U.S. bank regulatory agencies published final rules, effective April 1, 2008, with respect to implementation of Basel II.

Under the final Basel II rules, the Corporation is one of what the agencies expect to be a small number of “core” banking organizations. As a result, the Corporation and its U.S. depository institution subsidiaries will be required to use the advanced approaches under Basel II for calculating risk-based capital related to credit risk and operational risk, instead of the methodology reflected in existing regulations. The U.S. bank regulatory agencies permit banks to apply for exemptions from compliance with Basel II rules for subsidiaries, where application would not be appropriate based on asset size, level of complexity, risk profile, or scope of operations. Northern Trust intends to apply for such an exemption for Northern Trust Bank, FSB. The new rules also require core banking organizations to have rigorous processes for assessing overall capital adequacy in relation to their total risk profiles, and to publicly disclose certain information about their risk profiles and capital adequacy.

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In order to implement the new rules, a banking organization must satisfactorily complete a four-quarter parallel run, in which it calculates capital requirements under both the new rules and existing regulations. The organization must then progress through three transitional periods of at least four quarters each, during which the maximum cumulative reduction in capital requirements from those under the existing regulations may not exceed 5% for the first period, 10% for the second period and 15% for the third period. Supervisory approval is required to move through these transitional periods and out of the final transitional period. The agencies also have said they will publish a study after the end of the second transitional year that will examine the new framework for any deficiencies.

These changes in the method of calculating capital apply only to risk-based capital requirements. The leverage ratio requirements, which are not risk-based, will continue to apply.

Non-core U.S. banking organizations that qualify may elect to use the most advanced approaches under Basel II. The agencies have also said that they intend to issue a proposed rule that would provide all non-core banking organizations with the option to adopt a standardized approach under Basel II, which reflects a simpler methodology than the advanced approaches required of core banking organizations. The agencies have said that this option will replace a prior proposal to afford non-core banking organizations a somewhat more risk-sensitive version of the current methodology.

The Corporation has for several years been preparing to comply with the advanced approaches of the Basel II framework. The Corporation has established a Program Management Office to oversee the implementation of Basel II across the Corporation. The Corporation is also addressing issues related to implementation timing differences between the U.S. and other jurisdictions, to ensure that the Corporation and the Bank comply with regulatory requirements and expectations in all jurisdictions where they operate. The Corporation’s U.K., Guernsey and Canadian entities subject to Basel II rules have already adopted or plan to adopt the standardized approach for calculating capital adequacy.

Preliminary analysis of the Basel II risk-based capital framework suggests that the use of the advanced approaches of the Basel II framework will have a positive impact on the Corporation’s and the Bank’s Tier I and Total risk-based capital ratios.

Prompt Corrective Action

Under the Federal Deposit Insurance Corporation Improvement Act of 1991, the federal banking agencies must take prompt supervisory and regulatory actions against undercapitalized U.S. depository institutions. U.S. depository institutions are assigned one of five capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized,” and are subjected to differential regulation corresponding to the capital category within which the institution falls. Under certain circumstances, a well capitalized, adequately capitalized or undercapitalized institution may be treated as if the institution were in the next lower capital category. A depository institution is generally prohibited from making capital distributions (including paying dividends) or paying management fees to a holding company if the institution would thereafter be undercapitalized. Adequately capitalized institutions cannot accept, renew or roll over brokered deposits except with a waiver from the FDIC, and are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll over brokered deposits.

The federal banking regulatory agencies are permitted or, in certain cases, required to take certain actions with respect to institutions falling within one of the three undercapitalized categories. Depending on the level of an institution’s capital, the agency’s corrective powers include, among other things:

• prohibiting the payment of principal and interest on subordinated debt;

• prohibiting the holding company from making distributions without prior regulatory approval;

• placing limits on asset growth and restrictions on activities;

• placing additional restrictions on transactions with affiliates;

• restricting the interest rate the institution may pay on deposits;

• prohibiting the institution from accepting deposits from correspondent banks; and

• in the most severe cases, appointing a conservator or receiver for the institution.

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A banking institution that is undercapitalized is required to submit a capital restoration plan, and such a plan will not be accepted unless, among other things, the banking institution’s holding company guarantees the plan up to a certain specified amount. Any such guarantee from a depository institution’s holding company is entitled to a priority of payment in bankruptcy. Failure to meet capital guidelines could subject the bank to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, and restrictions on certain business activities. As of December 31, 2007, the Corporation and all of its U.S. banking subsidiaries exceeded the required capital ratios for classification as “well capitalized.”

In the release adopting final Basel II rules, the federal banking agencies said that these “prompt corrective action” rules will not be affected by the Basel II process and that core banking organizations will be required, during the transitional period, to use the lowest capital calculation in each category that results from the application of both the new and the old rules.

Enforcement Powers of the Federal Banking Agencies

The federal banking agencies have broad enforcement powers, including the power to issue cease and desist orders, impose substantial fines and other civil and criminal penalties, terminate deposit insurance and appoint a conservator or receiver. Failure to comply with applicable laws, regulations, and supervisory agreements could subject the Corporation and its banking subsidiaries, as well as officers, directors, and other institution-affiliated parties of these organizations, to administrative sanctions and potentially substantial civil money penalties. In addition to the grounds discussed under “Prompt Corrective Action,” the appropriate federal banking agency may appoint the FDIC as conservator or receiver for a banking institution (or the FDIC may appoint itself, under certain circumstances) if any one or more of a number of circumstances exist, including, without limitation, the fact that the banking institution:

• is undercapitalized and has no reasonable prospect of becoming adequately capitalized;

• fails to become adequately capitalized when required to do so;

• fails to submit a timely and acceptable capital restoration plan; or

• materially fails to implement an accepted capital restoration plan.

Restrictions on Transactions with Affiliates and Insiders

The Corporation’s bank subsidiaries are subject to restrictions under federal law, including Regulation W of the Federal Reserve Board, which limit certain transactions with the Corporation and its non-banking subsidiaries, including loans, other extensions of credit, investments or asset purchases. Such transactions by a banking subsidiary with any one affiliate are limited in amount to 10 percent of the bank’s capital and surplus and, with all affiliates together, to an aggregate of 20 percent of the bank’s capital and surplus. Furthermore, such loans and extensions of credit, as well as certain other transactions, are required to be secured in specified amounts. These and certain other transactions with the Corporation or any of its subsidiaries, including any payment of money by a banking subsidiary, must be on terms and conditions that are, or in good faith would be, offered to nonaffiliated companies.

The restrictions on loans to directors, executive officers, principal stockholders and their related interests (collectively referred to herein as “insiders”) contained in the Federal Reserve Act and Regulation O apply to all federally insured institutions. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions. Regulation O institutions are not subject to the prohibitions of the Sarbanes-Oxley Act of 2002 on certain loans to insiders.

Anti-Terrorism Legislation

The USA PATRIOT Act of 2001 includes the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which contains anti-money laundering measures affecting insured depository institutions, broker-dealers and certain other financial institutions. These are in addition to requirements contained in the Bank Secrecy Act. The Money Laundering Abatement and Anti-Terrorist Financing Act requires U.S. financial institutions to adopt policies and procedures to combat money laundering and terrorist financing and grants the Secretary of the Treasury and bank regulatory agencies broad authority to establish regulations and to impose requirements and restrictions on financial institutions’

9

operations as well as sanctions for failure to meet regulatory requirements. The Corporation has established policies and procedures to comply with these laws and the related regulations.

Deposit Insurance

Under the FDIC’s risk-based insurance assessment system, as amended by the Federal Deposit Insurance Reform Act and implementing regulations effective for 2007, each insured bank is required to pay deposit insurance premium assessments to the FDIC. Each insured bank is placed in one of four risk categories based on its level of capital, supervisory ratings and other risk measures, including debt ratings for large institutions, and its insurance assessment rate is determined by its risk category. There is currently a 38 basis point spread between the highest and lowest assessment rates, so that banks classified by the FDIC in Risk Category I are subject in 2008 to an insurance assessment of five to seven basis points (according to the FDIC’s assessment of the bank’s strength), and banks classified by the FDIC in Risk Category IV are subject to an insurance assessment rate of .43%. Banks which paid assessments prior to December 31, 1996 are eligible for certain one-time credits against these assessments from a pool provided for in the legislation. As of December 31, 2007, the Bank had remaining credits of $6,447,992 and Northern Trust, N.A. had remaining credits of $1,459,680. In addition to its insurance assessment, each insured bank is subject in 2008 to quarterly debt service assessments in connection with bonds issued by a government corporation that financed the federal savings and loans bailout. The first quarter 2008 debt service assessment is .0114%.

Control Acquisitions

The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Corporation, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Corporation. In addition, any company is required to obtain the approval of the Federal Reserve Board under the BHCA before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of the outstanding common stock of the Corporation, or otherwise obtaining control or a “controlling influence” over the Corporation or its banking subsidiaries.

Interstate Banking and Branching

The Riegle-Neal Act enacted in 1994 permits an adequately capitalized and adequately managed bank holding company, with Federal Reserve Board approval, to acquire banking institutions located in states other than the bank holding company’s home state without regard to whether the transaction is prohibited under state law. In addition, national banks and state banks with different home states are permitted to merge across state lines, with the approval of the appropriate federal banking agency, unless the home state of a participating banking institution passed legislation prior to June 1, 1997 that expressly prohibits interstate mergers. De novo interstate branching is permitted if the laws of the host state so authorize. Thrift institutions (like Northern Trust Bank, FSB) may freely engage in de novo branching on an interstate basis. Moreover, national banks, such as Northern Trust, NA, may provide trust services in any state to the same extent as a trust company chartered by that state.

Community Reinvestment Act

The Corporation’s banking subsidiaries are subject to the Community Reinvestment Act (CRA). The CRA and the regulations issued thereunder are intended to encourage banks to help meet the credit needs of their service areas, including low and moderate income neighborhoods, consistent with the safe and sound operations of the banks. These regulations also provide for regulatory assessment of a bank’s record in meeting the needs of its service area when considering applications to establish branches, merger applications and applications to acquire the assets and assume the liabilities of another bank. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 requires federal banking agencies to make public a rating of a bank’s performance under the CRA. In the case of a bank holding company, the CRA performance record of its bank subsidiaries is reviewed by federal banking agencies in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or thrift or to merge with any other bank holding company. An unsatisfactory record can substantially delay or block the transaction. Each of the Corporation’s banking subsidiaries, including the Bank, received at least a satisfactory CRA rating from its regulator in its most recent CRA examination.

In addition, the GLBA requires the disclosure of agreements reached with community groups that relate to the CRA, and contains various other provisions designed to improve the delivery of financial services to consumers while maintaining an appropriate level of safety in the financial services industry.

10

Privacy and Security

The GLBA also establishes a minimum federal standard of financial privacy by, among other provisions, requiring banks to adopt and disclose privacy policies with respect to consumer information and setting forth certain rules with respect to the disclosure to third parties of consumer information. The Corporation has adopted and disseminated its privacy policies pursuant to the GLBA. Regulations adopted under the GLBA set standards for protecting the security, confidentiality and integrity of customer information, and require notice to regulators, and in some cases, to customers, in the event of security breaches. A number of states have adopted their own statutes requiring notification of security breaches.

Consumer Laws and Regulations

In addition to the laws and regulations discussed above, the Corporation’s banking subsidiaries are also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act of 2003, and the Real Estate Settlement Procedures Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers and monitor account activity when taking deposits, making loans to or engaging in other types of transactions with such customers. Failure to comply with these laws and regulations could lead to substantial penalties, operating restrictions and reputational damage to the financial institution.

Future Legislation

Various legislation is from time to time introduced in Congress and state legislatures with respect to the regulation of financial institutions. Such legislation may change the banking statutes and the operating environment of the Corporation and its banking subsidiaries in substantial and unpredictable ways. The Corporation cannot determine the ultimate effect that potential legislation, or implementing regulations, if enacted, would have upon the financial condition or results of operations of the Corporation or its banking subsidiaries.

STAFF

Northern Trust employed 10,918 full-time equivalent officers and staff members as of December 31, 2007.

STATISTICAL DISCLOSURES

The following statistical disclosures, included in the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007, are incorporated herein by reference.

Schedule	2007 Financial Annual Report Page(s)
Ratios	2
Non-U.S. Outstandings	28-29
Nonperforming Assets and 90 Day Past Due Loans	29-30
Average Statement of Condition with Analysis of Net Interest Income	78-79

Additional statistical information on a consolidated basis is set forth below. Certain reclassifications have been made to prior periods’ financial information to conform to the current year’s presentation.

11

Remaining Maturity and Average Yield of Securities Held to Maturity and Available for Sale

(Yield calculated on amortized cost and presented on a taxable equivalent basis giving effect to the applicable federal and state tax rates)

	December 31, 2007
	One Year or Less				One to Five Years				Five to Ten Years				Over Ten Years				Average Maturity
($ in Millions)	Book		Yield		Book		Yield		Book		Yield		Book		Yield
Securities Held to Maturity
Obligations of States and Political Subdivisions	$	39.6	7.60	%	$	241.9	6.87	%	$	437.9	6.76	%	$	129.4	7.19	%	78mos.
Government Sponsored Agency		2.7	5.62			6.3	5.63			2.7	5.61			1.6	5.60		50mos.
Other —Fixed		59.9	5.99			110.9	7.85			75.9	7.46			35.8	4.87		64mos.
—Floating		—	—			.2	6.61			—	—			—	—		20mos.
Total Securities Held to Maturity	$	102.2	6.61	%	$	359.3	7.15	%	$	516.5	6.86	%	$	166.8	6.67	%	74mos.
Securities Available for Sale
U.S. Government	$	5.1	5.33	%	$	—	—	%	$	—	—	%	$	—	—	%	2mos.
Obligations of States and Political Subdivisions		—	—			17.2	6.58			14.9	6.72			—	—		48mos.
Government Sponsored Agency		4,057.0	5.43			1,130.0	5.21			114.9	5.48			164.6	5.71		14mos.
Asset-Backed—Fixed		128.7	5.56			144.4	5.41			22.6	5.44			4.0	5.19		26mos.
Asset-Backed—Floating		177.4	4.55			1,167.8	5.02			30.0	4.56			228.0	5.03		21mos.
Other —Fixed		151.9	1.82			—	—			—	—			27.5	6.00		28mos.
—Floating		6.2	5.49			24.7	5.35			—	—			123.4	2.81		101mos.
Total Securities Available for Sale	$	4,526.3	5.28	%	$	2,484.1	5.14	%	$	182.4	5.42	%	$	547.5	4.78	%	20mos.
	December 31, 2006
	One Year or Less				One to Five Years				Five to Ten Years				Over Ten Years				Average Maturity
($ in Millions)	Book		Yield		Book		Yield		Book		Yield		Book		Yield
Securities Held to Maturity
Obligations of States and Political Subdivisions	$	19.6	8.19	%	$	177.8	7.00	%	$	427.6	6.75	%	$	238.8	7.06	%	92 mos.
Government Sponsored Agency		1.5	5.64			6.4	5.65			3.7	5.63			3.0	5.61		72 mos.
Other —Fixed		46.4	5.62			98.5	6.91			57.0	6.80			26.4	4.06		63 mos.
—Floating		.2	6.03			.1	6.25			—	—			—	—		19 mos.
Total Securities Held to Maturity	$	67.7	6.37	%	$	282.8	6.94	%	$	488.3	6.75	%	$	268.2	6.75	%	86 mos.
Securities Available for Sale
U.S. Government	$	1.0	5.29	%	$	—	—	%	$	—	—	%	$	—	—	%	5 mos.
Obligations of States and Political Subdivisions		—	—			16.9	6.57			14.8	6.72			—	—		61 mos.
Government Sponsored Agency		8,146.4	5.54			2,098.7	5.46			—	—			—	—		7 mos.
Asset-Backed—Fixed		106.9	5.52			—	—			—	—			—	—		8 mos.
Asset-Backed—Floating		93.0	5.42			567.5	5.43			—	—			—	—		18 mos.
Other —Fixed		55.5	2.44			—	—			—	—			27.6	6.00		49 mos.
—Floating		.2	4.65			6.2	6.22			—	—			114.9	5.95		115 mos.
Total Securities Available for Sale	$	8,403.0	5.52	%	$	2,689.3	5.46	%	$	14.8	6.72	%	$	142.5	5.96	%	10 mos.

12

Securities Held to Maturity and Available for Sale

	December 31
(In Millions)	2007		2006		2005		2004		2003
Securities Held to Maturity
Obligations of States and Political Subdivisions	$	848.8	$	863.8	$	885.1	$	896.8	$	851.2
Government Sponsored Agency		13.3		14.6		9.9		11.7		10.2
Other		282.7		228.6		240.5		211.7		180.1
Total Securities Held to Maturity	$	1,144.8	$	1,107.0	$	1,135.5	$	1,120.2	$	1,041.5
Securities Available for Sale
U.S. Government	$	5.1	$	1.0	$	17.9	$	23.6	$	103.3
Obligations of States and Political Subdivisions		32.1		31.7		32.4		32.8		33.0
Government Sponsored Agency		5,466.5		10,245.1		8,801.0		6,710.5		7,756.2
Asset-Backed		1,902.9		767.4		950.9		900.4		238.9
Other		333.7		204.4		168.5		251.6		291.0
Total Securities Available for Sale	$	7,740.3	$	11,249.6	$	9,970.7	$	7,918.9	$	8,422.4
Average Total Securities	$	12,459.4	$	11,803.1	$	9,898.4	$	8,153.6	$	8,438.9
Total Securities at Year-End	$	8,888.2	$	12,365.2	$	11,109.0	$	9,041.7	$	9,471.3

13

Loans and Leases by Type

	December 31
(In Millions)	2007		2006		2005		2004		2003
U.S.
Residential Real Estate	$	9,171.0	$	8,674.4	$	8,340.5	$	8,095.3	$	7,975.3
Commercial		5,556.4		4,679.1		3,545.3		3,217.9		3,412.3
Commercial Real Estate		2,350.3		1,836.3		1,524.3		1,307.5		1,297.1
Personal		3,850.8		3,415.8		2,961.3		2,927.2		2,699.9
Other		969.1		979.2		797.8		609.7		743.9
Lease Financing		1,168.4		1,291.6		1,194.1		1,221.8		1,228.0
Total U.S.		23,066.0		20,876.4		18,363.3		17,379.4		17,356.5
Non-U.S.		2,274.1		1,733.3		1,605.2		563.3		457.3
Total Loans and Leases	$	25,340.1	$	22,609.7	$	19,968.5	$	17,942.7	$	17,813.8

Remaining Maturity of Selected Loans and Leases

	December 31, 2007
(In Millions)	Total		One Year or Less		One to Five Years		Over Five Years
U.S. (Excluding Residential Real Estate and Personal Loans)
Commercial	$	5,556.4	$	3,341.6	$	1,472.3	$	742.5
Commercial Real Estate		2,350.3		782.6		1,163.5		404.2
Other		969.1		917.1		18.1		33.9
Lease Financing		1,168.4		20.1		55.1		1,093.2
Total U.S.		10,044.2		5,061.4		2,709.0		2,273.8
Non-U.S.		2,274.1		2,254.0		13.5		6.6
Total Selected Loans and Leases	$	12,318.3	$	7,315.4	$	2,722.5	$	2,280.4
Interest Rate Sensitivity of Loans and Leases
Fixed Rate	$	9,616.7	$	6,020.5	$	1,914.5	$	1,681.7
Variable Rate		2,701.6		1,294.9		808.0		598.7
Total	$	12,318.3	$	7,315.4	$	2,722.5	$	2,280.4

14

Average Deposits by Type

(In Millions)	2007		2006		2005		2004		2003
U.S. Offices
Demand and Noninterest-Bearing
Individuals, Partnerships and Corporations	$	864.4	$	899.5	$	902.3	$	869.4	$	844.0
Correspondent Banks		30.9		29.0		42.0		70.8		70.6
Other Noninterest-Bearing		3,789.3		3,682.0		3,764.6		3,550.7		3,339.0
Total Demand and Noninterest-Bearing		4,684.6		4,610.5		4,708.9		4,490.9		4,253.6
Interest-Bearing
Savings and Money Market		7,016.4		6,602.4		7,238.9		7,313.9		6,791.2
Savings Certificates less than $100,000		483.8		486.4		500.0		549.8		655.4
Savings Certificates $100,000 and more		1,536.0		1,207.3		1,010.7		928.8		999.9
Other		518.1		419.8		379.5		322.0		314.7
Total Interest-Bearing		9,554.3		8,715.9		9,129.1		9,114.5		8,761.2
Total U.S. Offices		14,238.9		13,326.4		13,838.0		13,605.4		13,014.8
Non-U.S. Offices
Non Interest-Bearing		2,963.8		1,778.7		1,138.4		920.3		808.6
Interest-Bearing		28,587.8		21,853.1		17,125.4		12,501.8		10,458.3
Total Non-U.S. Offices		31,551.6		23,631.8		18,263.8		13,422.1		11,266.9
Total Deposits	$	45,790.5	$	36,958.2	$	32,101.8	$	27,027.5	$	24,281.7

Average Rates Paid on Interest-Related Deposits by Type

	2007		2006		2005		2004		2003
Interest-Related Deposits—U.S. Offices
Savings and Money Market	3.37	%	2.85	%	1.70	%	.75	%	.75	%
Savings Certificates less than $100,000	4.42		3.92		2.91		2.45		2.65
Savings Certificates $100,000 and more	4.83		4.33		3.09		2.51		2.60
Other Time	4.74		4.28		2.78		1.63		1.74
Total U.S. Offices Interest-Related Deposits	3.73		3.18		1.96		1.06		1.14
Total Non-U.S. Offices Interest-Related Deposits	4.07		3.58		2.58		1.60		1.27
Total Interest-Related Deposits	3.98	%	3.47	%	2.37	%	1.37	%	1.21	%

Remaining Maturity of Time Deposits $100,000 or More

	December 31, 2007						December 31, 2006
	U.S. Offices						U.S. Offices
(In Millions)	Certificates of Deposit		Other Time		Non-U.S. Offices		Certificates of Deposit		Other Time		Non-U.S. Offices
3 Months or Less	$	1,119.9	$	843.7	$	30,800.7	$	1,026.6	$	813.4	$	25,551.0
Over 3 through 6 Months		434.4		—		125.5		414.5		—		113.5
Over 6 through 12 Months		368.9		—		31.7		304.3		—		72.3
Over 12 Months		178.0		—		11.0		202.7		—		12.0
Total	$	2,101.2	$	843.7	$	30,968.9	$	1,948.1	$	813.4	$	25,748.8

15

Purchased Funds

Federal Funds Purchased

(Overnight Borrowings)

($ in Millions)	2007			2006			2005
Balance on December 31	$	1,465.8		$	2,821.6		$	1,096.9
Highest Month-End Balance		2,131.7			4,816.8			3,257.1
Year—Average Balance		1,660.6			2,135.6			1,686.9
—Average Rate		4.81	%		4.87	%		2.91	%
Average Rate at Year-End		2.15	%		4.53	%		4.01	%

Securities Sold under Agreements to Repurchase

($ in Millions)	2007			2006			2005
Balance on December 31	$	1,763.6		$	1,950.5		$	1,610.8
Highest Month-End Balance		2,845.1			2,410.2			2,023.5
Year—Average Balance		1,620.2			2,030.0			1,695.3
—Average Rate		4.94	%		4.88	%		3.08	%
Average Rate at Year-End		2.48	%		4.96	%		3.59	%

Other Borrowings

(Includes Treasury Investment Program Balances, Term Federal Funds Purchased and Other Short-Term Borrowings)

($ in Millions)	2007			2006			2005
Balance on December 31	$	2,108.5		$	2,976.5		$	2,647.9
Highest Month-End Balance		6,608.6			4,103.5			2,647.9
Year—Average Balance		1,040.7			2,309.3			995.6
—Average Rate		2.14	%		1.13	%		1.27	%
Average Rate at Year-End		2.72	%		1.80	%		2.41	%

16

Total Purchased Funds

($ in Millions)	2007			2006			2005
Balance on December 31	$	5,337.9		$	7,748.6		$	5,355.6
Year—Average Balance		4,321.5			6,474.9			4,377.8
—Average Rate		4.22	%		3.54	%		2.60	%
Commercial Paper
($ in Millions)	2007			2006			2005
Balance on December 31	$	—		$	—		$	144.6
Highest Month-End Balance		—			145.9			145.6
Year—Average Balance		—			61.5			142.5
—Average Rate		—			4.67	%		3.27	%
Average Rate at Year-End		—			—			4.32	%

17

Changes in Net Interest Income

	2007/2006									2006/2005
	Change Due To									Change Due To
(Interest on a Taxable Equivalent Basis) (In Millions)	Average Balance			Rate			Total			Average Balance			Rate			Total
Increase (Decrease) in Interest Income
Money Market Assets
Federal Funds Sold and Resell Agreements	$	21.0		$	.8		$	21.8		$	(9.1	)	$	18.5		$	9.4
Time Deposits with Banks		188.5			107.0			295.5			77.7			62.2			139.9
Other Interest-Bearing		(.5	)		.3			(.2	)		(.5	)		.9			.4
Securities
U.S. Government		(3.1	)		.7			(2.4	)		7.8			.6			8.4
Obligations of States and Political Subdivisions		(1.1	)		(.3	)		(1.4	)		(1.7	)		(1.7	)		(3.4	)
Government Sponsored Agency		6.9			26.9			33.8			107.0			128.1			235.1
Other		30.8			(.7	)		30.1			(16.4	)		14.8			(1.6	)
Loans and Leases		125.9			5.5			131.4			97.2			134.7			231.9
Total	$	368.4		$	140.2		$	508.6		$	262.0		$	358.1		$	620.1
Increase (Decrease) in Interest Expense
Deposits
Savings and Money Market	$	14.0		$	34.4		$	48.4		$	(18.1	)	$	83.3		$	65.2
Savings Certificates		15.4			8.8			24.2			7.7			18.0			25.7
Other Time		4.7			1.9			6.6			1.7			5.7			7.4
Non-U.S. Offices Interest-Bearing		274.1			105.8			379.9			169.4			171.6			341.0
Short-Term Borrowings		(93.4	)		43.6			(49.8	)		71.6			42.0			113.6
Senior Notes		6.4			3.8			10.2			4.8			—			4.8
Long-Term Debt		(9.0	)		(2.6	)		(11.6	)		(12.9	)		(1.1	)		(14.0	)
Floating Rate Capital Debt		—			1.3			1.3			—			4.0			4.0
Total	$	212.2		$	197.0		$	409.2		$	224.2		$	323.5		$	547.7
Increase (Decrease) in Net Interest Income	$	156.2		$	(56.8	)	$	99.4		$	37.8		$	34.6		$	72.4

Note: Changes not due only to average balance changes or rate changes are included in the change due to rate column.

18

Analysis of Reserve for Credit Losses

($ in Millions)	2007			2006			2005			2004			2003
Balance at Beginning of Year	$	151.0		$	136.0		$	139.3		$	157.2		$	168.5
Charge-Offs
Residential Real Estate		1.1			.2			—			.4			.6
Commercial		4.5			.9			6.9			5.2			20.3
Commercial Real Estate		—			.1			—			—			—
Personal		.9			.5			.6			.7			1.0
Other		3.2			.1			.1			1.0			.3
Lease Financing		—			—			—			—			.1
Non-U.S.		—			—			—			—			—
Total Charge-Offs		9.7			1.8			7.6			7.3			22.3
Recoveries
Residential Real Estate		.1			.2			.1			.2			.2
Commercial		.3			1.3			.5			3.7			7.7
Commercial Real Estate		—			—			—			.1			—
Personal		.1			—			.4			.4			.4
Other		.1			.1			.1			—			.1
Lease Financing		—			—			—			—			—
Non-U.S.		.3			—			.7			—			.1
Total Recoveries		.9			1.6			1.8			4.4			8.5
Net Charge-Offs		8.8			.2			5.8			2.9			13.8
Provision for Credit Losses		18.0			15.0			2.5			(15.0	)		2.5
Effect of Foreign Exchange Rates		—			.2			—			—			—
Net Change in Reserve		9.2			15.0			(3.3	)		(17.9	)		(11.3	)
Balance at End of Year	$	160.2		$	151.0		$	136.0		$	139.3		$	157.2
Reserve Assigned To:
Loans and Leases	$	148.1		$	140.4		$	125.4		$	130.7		$	149.2
Unfunded Commitments and Standby Letters of Credit		12.1			10.6			10.6			8.6			8.0
Total Reserve for Credit Losses	$	160.2		$	151.0		$	136.0		$	139.3		$	157.2
Loans and Leases at Year-End	$	25,340.1		$	22,609.7		$	19,968.5		$	17,942.7		$	17,813.8
Average Total Loans and Leases	$	22,817.8		$	20,528.5		$	18,754.0		$	17,450.9		$	17,506.9
As a Percent of Year-End Loans and Leases
Net Loan Charge-Offs		.03	%		—	%		.03	%		.02	%		.08	%
Provision for Credit Losses		.10			.07			.01			(.08	)		.01
Reserve at Year-End Assigned to Loans and Leases		.58			.62			.63			.73			.84
As a Percent of Average Loans and Leases
Net Loan Charge-Offs		.04	%		—	%		.03	%		.02	%		.08	%
Reserve at Year-End Assigned to Loans and Leases		.65			.68			.67			.75			.85

19

Non-U.S. Operations (Based on Obligor’s Domicile)

See also Note 31 titled “Business Units and Related Information” on page 73 of the Corporation’s Financial Annual Report to Shareholders for the year ended December 31, 2007, which is incorporated herein by reference.

Selected Average Assets and Liabilities Attributable to Non-U.S. Operations

(In Millions)	2007			2006			2005			2004			2003
Total Assets	$	21,483.2		$	17,971.7		$	14,046.1		$	12,367.4		$	9,610.3
Time Deposits with Banks		16,028.9			12,715.0			10,662.4			10,414.6			8,028.6
Loans		1,709.8			1,377.0			1,046.8			621.7			493.4
Customers’ Acceptance Liability		.3			.3			1.0			1.0			.8
Non-U.S. Investments		101.8			76.6			64.3			55.2			47.0
Total Liabilities	$	34,469.5		$	25,992.9		$	20,489.6		$	14,867.0		$	12,539.1
Deposits		32,200.2			24,048.2			18,816.5			14,051.6			11,870.7
Liability on Acceptances		.3			.3			1.0			1.0			.8
Percent of Non-U.S.-Related Average Assets and Liabilities to Total Consolidated Average Assets
	2007			2006			2005			2004			2003
Assets		35	%		34	%		31	%		30	%		25	%
Liabilities		57			49			45			36			32
Reserve for Credit Losses Relating to Non-U.S. Operations
(In Millions)	2007			2006			2005			2004			2003
Balance at Beginning of Year	$	9.3		$	4.9		$	2.0		$	1.8		$	1.6
Charge-Offs		—			—			—			—			—
Recoveries		—			—			.7			—			.1
Provision for Credit Losses		(0.5	)		4.4			2.2			.2			.1
Balance at End of Year	$	8.8		$	9.3		$	4.9		$	2.0		$	1.8

The SEC requires the disclosure of the reserve for credit losses that is applicable to international operations. The above table has been prepared in compliance with this disclosure requirement and is used in determining non-U.S. operating performance. The amounts shown in the table should not be construed as being the only amounts that are available for non-U.S. loan charge-offs, since the entire reserve for credit losses assigned to loans and leases is available to absorb losses on both U.S. and non-U.S. loans. In addition, these amounts are not intended to be indicative of future charge-off trends.

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Distribution of Non-U.S. Loans and Deposits by Type

	December 31
Loans (In Millions)	2007		2006		2005		2004		2003
Commercial	$	482.5	$	815.0	$	719.6	$	174.4	$	182.9
Non-U.S. Governments and Official Institutions		17.0		56.2		94.8		84.9		133.1
Banks		14.9		18.8		57.7		24.5		19.5
Other *		1,759.7		843.3		733.1		279.5		121.8
Total	$	2,274.1	$	1,733.3	$	1,605.2	$	563.3	$	457.3

* Other loans include short duration advances, primarily related to the processing of custodied client investments.

	December 31
Deposits (In Millions)	2007		2006		2005
Commercial	$	30,787.2	$	26,061.3	$	18,672.3
Non-U.S. Governments and Official Institutions		3,903.7		2,563.4		3,588.3
Banks		748.8		799.9		720.3
Other Time		626.8		633.6		373.9
Other Demand		156.8		118.8		100.2
Total	$	36,223.3	$	30,177.0	$	23,455.0

CREDIT RISK MANAGEMENT

For the discussion of Credit Risk Management, see the following information that is incorporated herein by reference to the Corporation’s Financial Annual Report to Shareholders for the year ended December 31, 2007:

Notes to Consolidated Financial Statements		2007 Financial Annual Report Page(s)
1.	Accounting Policies
	F. Derivative Financial Instruments	43
	G. Loans and Leases	43-44
	H. Reserve for Credit Losses	44
	K. Other Real Estate Owned	44
6.	Loans and Leases	49-50
7.	Reserve for Credit Losses	50
25.	Contingent Liabilities	66-67
26.	Derivative Financial Instruments	67-69
27.	Off-Balance Sheet Financial Instruments	69-70
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Asset Quality and Credit Risk Management		24-32

In addition, the following schedules on pages 19 through 21 of this Form 10-K should be read in conjunction with the “Credit Risk Management” section:

Analysis of Reserve for Credit Losses

Reserve for Credit Losses Relating to Non-U.S. Operations

Distribution of Non-U.S. Loans and Deposits by Type

21

INTEREST RATE SENSITIVITY ANALYSIS

For the discussion of interest rate sensitivity, see the section entitled “Market Risk Management” on pages 32 through 34 of Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Corporation’s Financial Annual Report to Shareholders for the year ended December 31, 2007, which is incorporated herein by reference.

The following unaudited Consolidated Balance Sheet and Consolidated Statement of Income for The Northern Trust Company were prepared in accordance with generally accepted accounting principles and are provided here for informational purposes. These consolidated financial statements should be read in conjunction with the footnotes accompanying the consolidated financial statements, included in the Corporation’s Financial Annual Report to Shareholders for the year ended December 31, 2007, and incorporated herein by reference on page 31 of this Form 10-K.

22

The Northern Trust Company

Consolidated Balance Sheet (unaudited)

	December 31
(In Millions)	2007			2006
Assets
Cash and Due from Banks	$	3,705.3		$	4,789.6
Federal Funds Sold and Securities Purchased under Agreements to Resell		5,683.6			2,415.8
Time Deposits with Banks		21,242.2			15,464.0
Other Interest-Bearing		256.3			525.5
Securities
Available for Sale		7,570.4			11,105.1
Held to Maturity (Fair Value—$1,114.1 in 2007 and $1,073.8 in 2006)		1,098.8			1,059.1
Total Securities		8,669.2			12,164.2
Loans and Leases
Commercial and Other		11,349.9			9,972.9
Residential Mortgages		3,503.2			3,415.0
Total Loans and Leases (Net of unearned income—$562.7 in 2007 and $510.3 in 2006)		14,853.1			13,387.9
Reserve for Credit Losses Assigned to Loans and Leases		(100.3	)		(92.6	)
Buildings and Equipment		386.2			380.7
Customers’ Acceptance Liability		.2			.7
Client Security Settlement Receivables		563.1			339.3
Goodwill		349.1			345.8
Other Assets		2,790.4			2,591.9
Total Assets	$	58,398.4		$	52,312.8
Liabilities
Deposits
Demand and Other Noninterest-Bearing	$	4,521.0		$	4,130.8
Savings and Money Market		3,597.2			2,518.5
Savings Certificates		1,100.9			1,053.3
Other Time		221.5			210.8
Non-U.S. Offices — Noninterest-Bearing		4,379.4			3,887.8
— Interest-Bearing		30,890.5			25,592.1
Total Deposits		44,710.5			37,393.3
Federal Funds Purchased		1,465.8			2,821.6
Securities Sold under Agreements to Repurchase		1,782.3			1,971.6
Other Borrowings		2,117.1			2,997.2
Senior Notes		199.7			196.2
Long-Term Debt		1,966.6			1,818.2
Liability on Acceptances		.2			.7
Other Liabilities		2,778.9			1,987.3
Total Liabilities		55,021.1			49,186.1
Stockholder’s Equity
Capital Stock—Par Value $1		3.6			3.6
Surplus		655.5			655.5
Undivided Profits		2,791.1			2,593.3
Accumulated Other Comprehensive Income		(72.9	)		(125.7	)
Total Stockholder’s Equity		3,377.3			3,126.7
Total Liabilities and Stockholder’s Equity	$	58,398.4		$	52,312.8

23

The Northern Trust Company

Consolidated Statement of Income (unaudited)

	For the Year Ended December 31
(In Millions)	2007		2006		2005
Noninterest Income
Trust, Investment and Other Servicing Fees	$	1,605.3	$	1,378.3	$	1,174.1
Foreign Exchange Trading Income		351.3		247.3		180.2
Treasury Management Fees		61.5		62.3		68.4
Security Commissions and Trading Income		11.3		2.2		5.3
Other Operating Income		84.2		76.7		71.8
Investment Security Gains, net		6.5		1.4		.2
Total Noninterest Income		2,120.1		1,768.2		1,500.0
Interest Income
Loans and Leases		640.3		586.5		455.0
Securities
—Available for Sale		579.0		516.6		278.6
—Held to Maturity		41.0		41.4		42.3
Total Securities		620.0		558.0		320.9
Time Deposits with Banks		776.3		481.1		341.3
Federal Funds Sold, Securities Purchased under Agreements to Resell and Other		155.3		109.4		61.2
Total Interest Income		2,191.9		1,735.0		1,178.4
Interest Expense
Deposits		1,326.3		902.5		523.1
Federal Funds Purchased		80.3		105.5		56.7
Securities Sold under Agreements to Repurchase		82.2		100.8		49.3
Other Borrowings		23.5		26.9		13.4
Senior Notes		11.6		11.8		11.7
Long-Term Debt		102.9		118.0		123.7
Total Interest Expense		1,626.8		1,265.5		777.9
Net Interest Income		565.1		469.5		400.5
Provision for Credit Losses		13.3		13.0		(1.0	)
Net Interest Income after Provision for Credit Losses		551.8		456.5		401.5
Income before Noninterest Expenses		2,671.9		2,224.7		1,901.5
Noninterest Expenses
Compensation		813.2		665.1		582.5
Employee Benefits		185.8		168.4		144.3
Outside Services		317.3		256.5		213.7
Equipment and Software Expense		207.6		193.3		185.0
Occupancy Expense		106.3		101.3		91.3
Visa Indemnification Charges		150.0		—		—
Other Operating Expenses		128.8		85.1		79.2
Total Noninterest Expenses		1,909.0		1,469.7		1,296.0
Income before Income Taxes		762.9		755.0		605.5
Provision for Income Taxes		229.9		262.0		200.8
Net Income	$	533.0	$	493.0	$	404.7
Dividends Paid to the Corporation	$	260.0	$	100.0	$	100.0

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AVAILABLE INFORMATION

The Corporation’s Internet address is www.northerntrust.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Additionally, the Corporation’s corporate governance guidelines, its code of business conduct and ethics applicable to directors, officers and employees, and the charters for its audit, business risk, business strategy, corporate governance, and compensation and benefits committees are all available on the Corporation’s Internet website. Information contained on the Corporation’s website is not part of this report.

Supplemental Item—Executive Officers of the Registrant

The following table sets forth certain information with regard to each executive officer of the Corporation.

Name and Age	Current Position Held with the Corporation and Effective Date First Elected to Office Indicated
William A. Osborn (60)	Chairman (10/3/95)
Frederick H. Waddell (54)	President (2/21/06) and Chief Executive Officer (1/1/08)
Sherry S. Barrat (58)	Executive Vice President and President—PFS (1/1/06)
Aileen B. Blake (40)	Executive Vice President and Controller (3/31/05)
Steven L. Fradkin (46)	Executive Vice President (1/21/03) and Chief Financial Officer (1/20/04)
Timothy P. Moen (55)	Executive Vice President and Head of Human Resources and Administration (4/16/02)
William L. Morrison (57)	Executive Vice President (5/21/02) and President—PFS (3/14/03)
Stephen N. Potter (51)	Executive Vice President (10/17/06) and Head of Europe/Middle East/Africa (7/25/07)
Jana R. Schreuder (49)	Executive Vice President (6/30/05) and President—WWOT (10/17/06)
Joyce St. Clair (49)	Executive Vice President and Head of Corporate Risk Management (4/1/07)
Timothy J. Theriault (47)	Executive Vice President (4/16/02) and President—C&IS (10/17/06)
Kelly R. Welsh (55)	Executive Vice President, General Counsel and Assistant Secretary (7/18/00)

With the exception of Ms. Blake, all of the executive officers have been officers of the Corporation, or a subsidiary of the Corporation, for more than five years. The prior business experience of Ms. Blake is set forth below:

Aileen B. Blake: November 2004-March 2005—Executive Vice President and Controller-Designate; April 2003-November 2004—Vice President of Financial Planning and Analysis at PepsiCo Beverages and Foods (formerly, The Quaker Oats Company); 1993-April 2003—various financial positions in auditing and financial planning at The Quaker Oats Company and PepsiCo Beverages and Foods.

The positions of Chairman of the Board, Chief Executive Officer and President are elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders. The other officers are appointed annually by the Board. Officers continue to hold office until their successors are duly elected or until their death, resignation or removal by the Board.

Item 1A—Risk Factors

From an investor’s standpoint, public companies in general and financial institutions in particular share many of the same risks. However, each company’s unique combination of strategies, markets served, product and service offerings, processes and systems, and other internal and external factors cause it to have its own set of principal risks. Following is a description of some of the principal risks inherent in Northern Trust’s business. We manage these risks through our business strategies and plans and our risk management practices and controls, and our ability to continue to successfully identify and manage significant risks is itself a risk factor.

Economic, Market, and Monetary Policy Risks

Northern Trust carries on a global business. Northern Trust’s businesses are affected by conditions in the global financial markets and general economic conditions both in the U.S. and internationally. Factors such as the level and volatility of equity and futures prices, the overall pace of capital markets activities, interest rates, currency exchange rates, investor sentiment and inflation can affect our results. For example, a downturn in economic conditions can affect the ability of borrowers to repay loans, causing credit quality to deteriorate and resulting in increased cost of credit, a higher level of charge-offs, and higher provision for credit losses. In addition, Northern Trust believes it has profited from the increasing globalization of investment activity and from pension reform in many nations that has generated new pools of assets that require management and servicing. Any slowing of this globalization or other such trends would adversely affect factors that

25

have been important in Northern Trust’s recent growth. Northern Trust’s expanding business activities in emerging markets also presents the risks inherent in conducting these activities in less mature and often less regulated business and investment environments.

The fees we earn for managing and servicing our customers’ assets are also affected by general economic conditions. For example, changes in U.S. or non-U.S. interest rates, equity market valuations, or debt market valuations as a result of market disruption or illiquidity could affect the valuations of the third-party assets we manage or service. This can affect Northern Trust’s earnings since a significant part of the fees we earn is based on asset values. Economic conditions also affect wealth creation, investment preferences, trading activities, and savings patterns, which impact demand for the Corporation’s trust and investment products and services.

The direction and level of interest rates also are important factors, since falling rates or rates that remain very low can reduce our net interest margin — the difference between the yield we earn on our assets and the interest rate we pay for deposits and other sources of funding. This, in turn, could negatively impact our net interest income and earnings. Conditions in particular markets, including matters such as currency volatility, the level of cross-border investing activity, and the demand for borrowed securities, can affect Northern Trust’s earnings from activities such as foreign exchange trading and securities lending. In addition, transaction volumes can impact Northern Trust’s earnings and may vary with economic conditions.

Our businesses and earnings also are affected by the monetary and other policies that are adopted by various regulatory authorities or central banks of the United States, non-U.S. governments and international agencies. For example, the Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States, and its policies determine in large part our cost of funds for lending and investing and the return we earn on those loans and investments. The actions of the Federal Reserve Board also can affect the value of financial instruments we hold, and its policies also can affect our borrowers, potentially increasing the risk that they may fail to repay their loans.

Operational Risks

In our asset servicing, investment management, and other business activities, Northern Trust effects or processes transactions for clients that involve very large amounts of money. Many factors can impact operations and expose us to risks that may vary in size, scale and scope, including human errors or omissions, defects or interruptions in computer or communications systems, breakdowns in processes, internal controls or operational infrastructure, unsuccessful or difficult implementation of systems upgrades, defects in product design or delivery, negative developments in relationships with third parties or key employees or associates in our day-to-day and ongoing operations, as well as external events that are wholly or partially beyond our control, such as natural disasters, epidemics, computer viruses, or terrorist events. Our necessary dependence upon automated systems to record and process transactions may increase the risk that system flaws or human tampering or manipulation of those systems will result in losses that are difficult to detect. Additionally, given the high volume of transactions processed by the Corporation, errors may be repeated or compounded before they are discovered and rectified. In recent years, we have expanded the operational support located in lower—cost areas, where the nature of the infrastructure to support such activities presents greater challenges. Our business continuity plans address many of these risks, but must operate successfully to mitigate them.

Investment Performance, Fiduciary, and Asset Servicing Risks

Revenues from our investment management, fiduciary, and asset servicing businesses are significant to our earnings. Generating risk-adjusted returns that satisfy clients in a variety of asset classes is important to maintaining existing business and attracting new business. Managing or servicing assets with reasonable prudence in accordance with the terms of governing documents and applicable laws is also important to client satisfaction. Failure to do so can generate liability, as can failure to manage the differing interests often involved in the exercise of fiduciary responsibilities or the failure to manage these risks adequately. In addition, we may find it necessary to take action or incur expenses in order to maintain client satisfaction or preserve the usefulness of investments or investment vehicles we manage in light of rating changes, liquidity or valuation issues or other developments, even though we are not required to do so by law or the terms of governing investments. These risks are accentuated when credit or equity markets are particularly volatile or when the liquidity in markets is disrupted.

Credit Risks

A number of Northern Trust’s product offerings involve credit risk, including loans, leases, and other lending commitments. We allow for and reserve against credit risks based on our assessment of credit losses inherent in our loan portfolio (including unfunded credit commitments). This process requires us to make difficult, subjective, and complex judgments. Challenges associated with our credit risk assessments include identifying the proper factors to be used in assessment and accurately estimating the impacts of those factors. Credit risk levels can also be affected by the strength of the economy in general and in the particular locales in which we extend credit, a deterioration in credit quality or a reduced

26

demand for credit and adverse changes in the financial performance or condition of borrowers which could impact the borrowers’ ability to repay outstanding loans. See the section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Provision and Reserve for Credit Losses” in the 2007 Financial Annual Report to Stockholders (pages 30—32).

Liquidity Risks

Northern Trust depends on access to capital markets to provide sufficient capital resources and liquidity to meet our commitments and business needs and to accommodate the transaction and cash management needs of our clients. Events or circumstances, such as a loss of confidence of debt purchasers, depositors or counterparties participating in the capital markets generally or in transactions with Northern Trust, disruption in the market for debt-related securities, or a significant downgrade of our debt rating, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. See the section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Liquidity and Capital Resources” in the 2007 Financial Annual Report to Stockholders (pages 22—24).

Holding Company Risks

The Corporation is a legal entity separate and distinct from the Bank and its other subsidiaries and it relies primarily on dividends from these subsidiaries to meet its obligations and to pay dividends. There are various legal limitations on the extent to which the Bank and the other subsidiaries can supply funds to the Corporation by dividend or otherwise. If the Bank or the other subsidiaries of the Corporation were unable to supply the Corporation with funds over time, it could be unable to meet its various obligations. See “Regulation and Supervision” in Item 1 of this report.

Regulation Risks

Virtually every aspect of Northern Trust’s business around the world is regulated, generally by governmental agencies that have broad supervisory powers and the ability to impose sanctions. In the United States, the Corporation, the Bank, and many of its other subsidiaries are heavily regulated by bank regulatory agencies at the federal and state levels. These regulations, which cover a broad range of matters ranging from required capital levels to prohibited activities, are specifically directed at protecting depositors, the federal deposit insurance fund and the banking system as a whole, not security holders. The Corporation and its nonbanking subsidiaries are also heavily regulated by securities regulators, domestically and internationally.

Regulatory violations could generate penalties, require corrective actions that increase costs of conducting business, result in limitations on our ability to conduct business or restrict our ability to expand or adversely impact our reputation. Laws, regulations, and their interpretation by regulatory agencies may change or generate enhanced scrutiny of particular activities at any time. Those changes or enhanced emphasis can impose costs or otherwise affect our ability to compete successfully. In particular, evolving regulations, such as the new Basel II capital regime, and regulations that generate increased scrutiny, such as anti-money laundering procedures, can require significant time, effort, and resources on our part to ensure compliance in a rapidly changing environment. New or modified regulations and related regulatory guidance may have unforeseen or unintended adverse effects on the financial services industry, including Northern Trust. Additionally, failure to obtain necessary approvals from regulatory agencies could adversely affect proposed acquisitions, other business opportunities and results of operations. See “Regulation and Supervision” in Item 1 of this report.

Litigation Risks

Our businesses involve the risk that clients or others may sue us, claiming that we have failed to perform under a contract or otherwise breached a duty owed to them. Our trust, custody and investment management businesses are particularly subject to this risk. Cases of this kind can involve substantial claims and be expensive to defend. We estimate our potential liability for pending and threatened claims, and accrue reserves when appropriate, by evaluating the facts of particular claims under current judicial decisions and legislative and regulatory interpretations. This process is subject to the risk that a judge or jury could decide a case contrary to our evaluation of the law or the facts, and to the risk that a court could change or modify existing law on a particular issue important to the case.

Tax and Accounting Risks

In the course of its business, Northern Trust is sometimes subject to challenges from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These challenges may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. In recent years, the U.S. Internal Revenue Service has proposed to disallow tax deductions related to certain types of structured leasing transactions, which could have an adverse impact on our results of operations. Additionally, the Financial Accounting Standards Board makes pronouncements and

27

adjustments to its existing accounting guidance that may impact the manner in which the Corporation accounts for certain of its transactions.

Strategic and Competitive Risks

We have grown through a combination of internal expansion and the acquisition of selected businesses or capabilities, and we intend to continue to do so. Failure to integrate a substantial acquisition would have an adverse effect on our business, as would the failure to execute successfully a significant internal expansion. The challenges arising from the integration of an acquired business or significant expansion of an existing business may include preserving valuable relationships with employees, clients, suppliers, and other business partners, as well as combining accounting, data processing and internal control systems. Our growth also depends upon successful, consistent execution of our business strategies in both PFS and C&IS, and a failure to do so could negatively impact growth.

We provide a broad range of financial products and services in highly competitive markets, in which pricing can be a key competitive factor. Merger activity in the financial services industry continues to produce large, well-capitalized, and geographically-diverse companies that are capable of offering a wide array of financial products and services at competitive prices. In certain businesses, such as foreign exchange trading, electronic networks present a competitive challenge. Additionally, technological advances and the growth of internet-based commerce have made it possible for non-depository institutions to offer a variety of products and services competitive with certain areas of our business. Many of these non-traditional service providers have fewer regulatory constraints, and some have lower cost structures.

Our success in this competitive environment requires consistent investment of capital and human resources in innovation. This investment is directed at generating new products and services, and adapting existing products and services to the evolving standards and demands of the marketplace. Among other things, this helps us maintain a mix of products and services that keeps pace with our competitors and achieve acceptable margins, an important strategic goal. This investment also focuses on enhancing the delivery of our products and services in order to compete successfully for new clients or additional business from existing clients, and includes investment in technological innovation as well. Falling behind our competition in any of these areas could adversely affect our business opportunities and growth. Our success in controlling the costs and expenses of our business operations also impacts operating results. Another goal of innovation, as a part of our business strategy, is to produce efficiencies in operations that help reduce and control costs and expenses, including the costs of losses associated with operating risks attributable to servicing and managing financial assets.

Reputation Risks

An important reason that clients bring their business to Northern Trust is that they believe we will serve them with high standards of ethics, performance, accuracy, and compliance. Damage to our reputation for delivery of this high level of service could undermine the confidence of clients and prospects in our ability to serve them. Damage to our reputation also could affect the confidence of counterparties, rating agencies, and stockholders in Northern Trust, and ultimately affect our ability to manage our balance sheet or effect transactions. The maintenance of our reputation depends not only on our success in controlling or mitigating the various risks described above, but also on our success in identifying and appropriately addressing issues that may arise in such areas as: potential conflicts of interest and other ethical issues; anti-money laundering and anti-terrorist financing procedures; customer personal information and privacy issues; data security; record-keeping; regulatory investigations of Northern Trust or within the banking industry; and any litigation that arises from the failure or perceived failure of Northern Trust to comply with legal and regulatory requirements.

Many of the risks described above are discussed in more detail in the sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Risk Management,” “Market Risk Management,” and “Operational Risk Management” in the 2007 Financial Annual Report to Stockholders (pages 24—34), in the section of the “Notes to Consolidated Financial Statements” in the 2007 Financial Annual Report to Stockholders captioned “Note 25, Contingent Liabilities” (pages 66—67), and in the sections of “Item 1 – Business” of this Annual Report on Form 10-K captioned “Government Monetary and Fiscal Policies,” “Competition” and “Regulation and Supervision” (pages 3—11).

Additionally, the risks described above may cause actual results to differ from the Corporation’s current expectations of future events or future results indicated in what are considered “forward-looking statements” of the Corporation. Forward-looking statements and factors that may affect future results are also discussed in the section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Factors Affecting Future Results” in the 2007 Financial Annual Report to Stockholders (pages 34—35).

Item 1B—Unresolved Staff Comments

None.

28

Item 2—Properties

The executive offices of the Corporation and the Bank are located at 50 South LaSalle Street in Chicago. This Bank-owned building is occupied by various divisions of Northern Trust’s business units. Financial services are provided by the Bank at this location. Adjacent to this building are two office buildings in which the Bank leases approximately 432,000 square feet of space principally for staff divisions of the business units. Financial services are also provided by the Bank at 18 other Chicago metropolitan area locations, seven of which are owned and 11 of which are leased. The Bank’s operations are located in a 555,000 square foot facility at 801 South Canal Street in Chicago and its computer data center is located in a 405,000 square foot facility at 840 South Canal Street in Chicago, with supplementary operations/data center space of 65,000 square feet located in the western suburbs of Chicago. All of these facilities, as well as space for the Bank’s London and Singapore branches, Edge Act subsidiary, and The Northern Trust Company, Canada are leased. A majority of the Bank’s London-based staff is located at Canary Wharf in London, where 188,000 square feet of office space is leased. The Corporation’s other subsidiaries operate from 83 locations, 11 of which are owned and 72 of which are leased. In addition to the above-referenced properties, subsidiaries of the Corporation maintain a number of small operations classified as retirement home/limited access banking locations, back offices or executive suites.

The Corporation believes that its owned and leased facilities are suitable and adequate for its business needs. For additional information relating to properties and lease commitments, refer to Note 8 titled “Buildings and Equipment” and Note 9 titled “Lease Commitments” on pages 50—51 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007, which information is incorporated herein by reference.

Item 3—Legal Proceedings

In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions, including, but not limited to, actions brought on behalf of various classes of claimants, regulatory matters, employment matters, and challenges from tax authorities regarding the amount of taxes due. In certain of these actions and proceedings, claims for substantial monetary damages or adjustments to recorded tax liabilities are asserted. In view of the inherent difficulty of predicting the outcome of such matters, particularly matters that will be decided by a jury and actions that seek very large damages based on novel and complex damage and liability legal theories or that involve a large number of parties, the Corporation cannot state with confidence the eventual outcome of these matters or the timing of their ultimate resolution, or estimate the possible loss or range of loss associated with them; however, based on current knowledge and after consultation with legal counsel, management does not believe that judgments or settlements in excess of amounts already reserved, if any, arising from pending or threatened legal actions, regulatory matters, employment matters, or challenges from tax authorities, either individually or in the aggregate, would have a material adverse effect on the consolidated financial position or liquidity of the Corporation, although they could have a material adverse effect on operating results for a particular period.

As part of its audit of federal tax returns filed from 1997 – 2000, the Internal Revenue Service (IRS) challenged the Corporation’s tax position with respect to thirteen investments made in structured leasing transactions and proposed to disallow certain tax deductions and assess related interest and penalties. During the second quarter of 2005, the IRS issued a revised examination report that continued to disallow certain tax deductions and included additional proposed adjustments to income and penalty assessments. The Corporation anticipates that the IRS will continue to disallow deductions relating to these leases and possibly include other lease transactions with similar characteristics as part of its audit of tax returns filed after 2000. In October 2005, the IRS Tax Appeals Division informed the Corporation that the Criminal Investigation Division of the IRS had initiated an investigation relating to structured leasing transactions in which the Corporation had participated. The Corporation was informed in February 2007 that the IRS, without a recommendation for prosecution, referred this matter to the United States Attorney’s Office for the Northern District of Illinois for further investigation through the grand jury process. The Corporation has been advised by the government that it is not a target of the investigation. The Corporation is cooperating fully in the investigation. The Corporation does not know the full scope of the investigation and cannot predict at this time the impact of the investigation or when or on what basis the investigation will be resolved. The Corporation believes that these transactions are valid leases for U.S. tax purposes and that its tax treatment of these transactions is appropriate based on its interpretation of the tax regulations and legal precedents; a court or other judicial authority, however, could disagree. The Corporation believes it has appropriate reserves to cover its tax liabilities, including liabilities related to structured leasing transactions, and related interest and penalties. The Corporation will continue to defend its position on the tax treatment of the leases vigorously.

Item 4—Submission of Matters to a Vote of Security Holders

None.

29

PART II

Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information called for by Item 5(a) relating to market price, dividend and related stockholder information is incorporated herein by reference to the section of the Consolidated Financial Statistics titled “Common Stock Dividend and Market Price” on page 80 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

Information regarding dividend restrictions of the Corporation’s banking subsidiaries is incorporated herein by reference to Note 29 titled “Restrictions on Subsidiary Dividends and Loans or Advances” on pages 70 – 71 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

The following table shows certain information relating to the Corporation’s purchases of common stock for the three months ended December 31, 2007 pursuant to the Corporation’s share buyback program:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan (2)	Maximum Number of Shares That May Yet Be Purchased Under the Plan
October 1 – 31, 2007	217,140	$	70.98	217,140
November 1 – 30, 2007	610,689		74.95	610,689
December 1 – 31, 2007	355,730		75.40	355,730
Total (Fourth Quarter)	1,183,559	$	74.36	1,183,559	8,654,271

(1) Includes shares purchased from employees in connection with equity plan transactions such as the surrender of shares to pay an option exercise price or tax withholding.

(2) The Corporation’s current stock buyback program, announced October 27, 2006, authorizes the purchase of up to 12.0 million shares of the Corporation’s common stock. The program has no fixed expiration date.

Item 6—Selected Financial Data

The information called for by this item is incorporated herein by reference to the table titled “Summary of Selected Consolidated Financial Data” on page 2 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information called for by this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 2 through 36 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

Item 7A—Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 32 through 34 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

30

Item 8—Financial Statements and Supplementary Data

The following financial statements of the Corporation and its subsidiaries included in the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007, are incorporated herein by reference.

For Northern Trust Corporation and Subsidiaries:	2007 Financial Annual Report Page(s)
Consolidated Balance Sheet—December 31, 2007 and 2006	38
Consolidated Statement of Income—Years Ended December 31, 2007, 2006, and 2005	39
Consolidated Statement of Comprehensive Income—Years Ended December 31, 2007, 2006, and 2005	39
Consolidated Statement of Changes in Stockholders’ Equity—Years Ended December 31, 2007, 2006, and 2005	40
Consolidated Statement of Cash Flows—Years Ended December 31, 2007, 2006, and 2005	41
For Northern Trust Corporation (Corporation only):
Condensed Balance Sheet—December 31, 2007 and 2006	75
Condensed Statement of Income—Years Ended December 31, 2007, 2006, and 2005	75
Consolidated Statement of Comprehensive Income—Years Ended December 31, 2007, 2006, and 2005	39
Consolidated Statement of Changes in Stockholders’ Equity—Years Ended December 31, 2007, 2006, and 2005	40
Condensed Statement of Cash Flows—Years Ended December 31, 2007, 2006, and 2005	76
Notes to Consolidated Financial Statements	42-76
Report of Independent Registered Public Accounting Firm	77

The section titled “Quarterly Financial Data” on page 80 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007, is incorporated herein by reference.

Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A—Controls and Procedures

The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporation’s periodic filings under the Exchange Act. There have been no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

The information called for by Item 9A relating to the report of management on the Corporation’s internal control over financial reporting and the attestation report of the Corporation’s independent registered public accounting firm is incorporated herein by reference to pages 36 and 37 of the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007.

Item 9B—Other Information

Not applicable.

31

PART III

Item 10—Directors, Executive Officers and Corporate Governance

The information called for by Item 10 relating to Directors and Nominees for election to the Board of Directors is incorporated herein by reference to the “Election of Directors” and “Information about the Nominees for Director” sections of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008. The information called for by Item 10 relating to Executive Officers is set forth in Part I of this Annual Report on Form 10-K.

The information called for by Item 10 relating to Regulation S-K, Item 405 disclosure of delinquent Form 3, 4 or 5 filers is incorporated by reference to the “Security Ownership of the Board and Management – Section 16(a) Beneficial Ownership Reporting Compliance” section of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008.

The information called for by Item 10 relating to Regulation S-K, Item 406 disclosure regarding the Corporation’s code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is incorporated by reference to the “Corporate Governance – Code of Business Conduct and Ethics” section of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008.

The information called for by Item 10 relating to Regulation S-K, Item 407(c)(3) disclosure of procedures by which security holders may recommend nominees to the Corporation’s board of directors is incorporated by reference to the “Corporate Governance – Director Nominations and Qualifications” section of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008. The information called for by Item 10 relating to Regulation S-K, Item 407(d)(4) and (d)(5) disclosure of the Corporation’s audit committee financial experts and identification of the Corporation’s audit committee is incorporated by reference to the “Board and Board Committee Information – Audit Committee” section of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008.

Item 11—Executive Compensation

The information called for by this item is incorporated herein by reference to the following sections of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008: (a) the “Executive Compensation—Compensation and Benefits Committee Report” section, (b) the “Corporate Governance – Compensation Committee Interlocks and Insider Participation” section, and (c) the “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Potential Payments upon Termination of Employment or a Change in Control,” and “Director Compensation” subsections of the “Compensation and Discussion Analysis” section.

Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this item is incorporated herein by reference to the “Security Ownership of the Board and Management,” “Security Ownership of Certain Beneficial Owners,” and “Equity Compensation Plan Information” sections of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008. From time to time members of senior management and other executives of the Corporation may enter into stock trading plans under Rule 10b5-1, including plans that provide for the sale of Corporation stock. The Corporation undertakes no obligation to disclose the existence of any particular plan or any change, termination or expiration of any Rule 10b5-1 plan.

Item 13—Certain Relationships and Related Transactions, and Director Independence

The information called for by this item is incorporated herein by reference to the “Corporate Governance – Director Independence” and the “Corporate Governance – Related Person Transaction Policy” sections of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008.

32

Item 14—Principal Accountant Fees and Services

The information called for by this item is incorporated herein by reference to the “Ratification of Independent Registered Public Accounting Firm – Fees of Independent Public Accounting Firm” and “Ratification of Independent Registered Public Accounting Firm – Pre-Approval Policies and Procedures of the Audit Committee” sections of the Corporation’s definitive 2008 Notice and Proxy Statement to be filed on or about March 10, 2008 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 15, 2008.

33

PART IV

Item 15—Exhibits and Financial Statement Schedules

Item 15(a)(1) and (2)—Northern Trust Corporation and Subsidiaries List of Financial Statements and Financial Statement Schedules

The following financial information is set forth in Item 1 for informational purposes only:

Financial Information of The Northern Trust Company (Bank only):

Unaudited Consolidated Balance Sheet—December 31, 2007 and 2006.

Unaudited Consolidated Statement of Income—Years Ended December 31, 2007, 2006, and 2005.

The following consolidated financial statements of the Corporation and its subsidiaries are incorporated by reference into Item 8 from the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007:

Consolidated Financial Statements of Northern Trust Corporation and Subsidiaries:

Consolidated Balance Sheet—December 31, 2007 and 2006.

Consolidated Statement of Income—Years Ended December 31, 2007, 2006, and 2005.

Consolidated Statement of Comprehensive Income—Years Ended December 31, 2007, 2006, and 2005.

Consolidated Statement of Changes in Stockholders’ Equity—Years Ended December 31, 2007, 2006, and 2005.

Consolidated Statement of Cash Flows—Years Ended December 31, 2007, 2006, and 2005.

The following financial information is incorporated by reference into Item 8 from the Corporation’s Annual Report to Stockholders for the year ended December 31, 2007:

Financial Statements of Northern Trust Corporation (Corporation only):

Condensed Balance Sheet—December 31, 2007 and 2006.

Condensed Statement of Income—Years Ended December 31, 2007, 2006, and 2005.

Consolidated Statement of Comprehensive Income—Years Ended December 31, 2007, 2006, and 2005.

Consolidated Statement of Changes in Stockholders’ Equity—Years Ended December 31, 2007, 2006, and 2005.

Condensed Statement of Cash Flows—Years Ended December 31, 2007, 2006, and 2005.

The Notes to Consolidated Financial Statements as of December 31, 2007, incorporated by reference into Item 8 from the Corporation’s Financial Annual Report to Stockholders for the year ended December 31, 2007, pertain to the Bank only information, consolidated financial statements and Corporation only information listed above.

The Report of Independent Registered Public Accounting Firm incorporated by reference into Item 8 from the Corporation’s Annual Report to Stockholders for the year ended December 31, 2007 pertains to the consolidated financial statements and Corporation only information listed above.

Financial statement schedules have been omitted for the reason that they are not required or are not applicable.

Item 15(a)(3)—Exhibits

The exhibits listed on the Exhibit Index beginning on page 36 of this Form 10-K are filed herewith or are incorporated herein by reference to other filings.

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 28, 2008

Northern Trust Corporation
(Registrant)
By:	/s/ FREDERICK H. WADDELL
	Frederick H. Waddell
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title
/s/ FREDERICK H. WADDELL	President, Chief Executive Officer and Director
Frederick H. Waddell
/s/ STEVEN L. FRADKIN	Executive Vice President and Chief Financial Officer
Steven L. Fradkin
/s/ AILEEN B. BLAKE	Executive Vice President and Controller
Aileen B. Blake	(Chief Accounting Officer)

William A. Osborn	Chairman and Director
Linda Walker Bynoe	Director	)
Nicholas D. Chabraja	Director	)
Susan Crown	Director	)
Dipak C. Jain	Director	)
Arthur L. Kelly	Director	)	By	/s/ KELLY R. WELSH
Robert C. McCormack	Director	)		Kelly R. Welsh
Edward J. Mooney	Director	)		Attorney-in-Fact
John W. Rowe	Director	)
Harold B. Smith	Director	)
William D. Smithburg	Director	)
Enrique J. Sosa	Director	)
Charles A. Tribbett III	Director	)
				Date: February 28, 2008

35

EXHIBIT INDEX

Exhibit Number	Description		Exhibit Incorporated by Reference to Exhibit of Same Name in Prior Filing* or Filed Herewith
(3)	Articles of Incorporation and By-laws
	(i)	Restated Certificate of Incorporation of Northern Trust Corporation as amended to date	(38)
	(ii)	By-laws as amended to date	(45)
(4)	Instruments Defining the Rights of Security Holders
	(i)	Form of The Northern Trust Company’s Global Senior Bank Note (Fixed Rate)	(19)
	(ii)	Form of The Northern Trust Company’s Global Senior Bank Note (Floating Rate)	(23)
	(iii)	Form of The Northern Trust Company’s Global Subordinated Bank Note (Fixed Rate)	(19)
	(iv)	Form of The Northern Trust Company’s Global Subordinated Bank Note (Floating Rate)	(23)
	(v)	Junior Subordinated Indenture, dated as of January 1, 1997, between Northern Trust Corporation and The First National Bank of Chicago, as Debenture Trustee	(4)
	(vi)	Amended Certificate of Designations of Series A Junior Participating Preferred Stock dated October 29, 1999	(16)
	(vii)	Fiscal Agency Agreement dated March 11, 2005 by and among The Northern Trust Company as Issuer, Kredietbank S.A. Luxembourgeoise as Fiscal Agent, and Kredietbank S.A. Luxembourgeoise, and Brown Shipley & Co. Limited as Paying Agents	(34)
	(viii)	Indenture dated as of August 15, 2006 between Northern Trust Corporation and JPMorgan Chase Bank, N.A., as Trustee	(41)
	(ix)	Form of 5.30% Note due 2011	(41)
	(x)	Form of 5.20% Note due 2012	(47)
(10)	Material Contracts
	(i)	Lease dated July 1, 1988 between American National Bank & Trust Company of Chicago as Trustee under Trust Agreement dated February 12, 1986 and known as Trust No. 66603 (Landlord) and Nortrust Realty Management, Inc. (Tenant)	(1)
		(1)    Amendment made as of September 1, 2007 and First Extension of Original Term of Lease	(46)
	(ii)	Northern Trust Employee Stock Ownership Plan as amended and restated effective January 1, 2002	(20)
		(1)    Amendment Number One dated as of August 21, 2002	(22)
		(2)    Amendment Number Two dated as of November 19, 2002	(23)
		(3)    Amendment Number Three dated as of November 19, 2002	(23)
		(4)    Amendment Number Four dated as of January 21, 2003	(24)
		(5)    Amendment Number Five dated as of April 29, 2003	(25)
		(6)    Amendment Number Six effective as of June 15, 2003	(26)
		(7)    Amendment Number Seven effective as of June 15, 2003	(26)
		(8)    Amendment Number Eight dated December 22, 2003	(27)
		(9)    Amendment Number Nine dated December 22, 2003	(27)
		(10)  Amendment Number Ten dated March 29, 2004	(28)
	(iii)	Trust Agreement between The Northern Trust Company and Citizens and Southern Trust Company (Georgia), N.A., (predecessor of NationsBank, which, effective January 1, 1998, was succeeded by U.S. Trust Company N.A.) dated January 26, 1989	(2)
		(1)    Amendment dated February 21, 1995	(6)
		(2)    Amendment dated January 2, 1998	(7)
		(3)    Amendment dated February 11, 2003	(24)
	(iv)	Implementation Agreement dated June 26, 1996 between the Registrant, The Northern Trust Company, the ESOP Trust, and NationsBank (South) N.A. as Trustee (effective January 1, 1998, U.S. Trust Company, N.A. as successor Trustee)	(3)
	(v)	Deferred Compensation Plans Trust Agreement dated May 11, 1998 between Northern	(9)

36

Exhibit Number	Description		Exhibit Incorporated by Reference to Exhibit of Same Name in Prior Filing* or Filed Herewith
		Trust Corporation and Harris Trust and Savings Bank as Trustee (which, effective August 31, 1999, was succeeded by U.S. Trust Company, N.A.) regarding the Supplemental Employee Stock Ownership Plan for Employees of The Northern Trust Company, the Supplemental Thrift-Incentive Plan for Employees of The Northern Trust Company, the Supplemental Pension
		Plan for Employees of The Northern Trust Company, and the Northern Trust Corporation Deferred Compensation Plan**
		(1)    Amendment dated August 31, 1999	(15)
		(2)    Amendment dated as of May 16, 2000	(17)
	(vi)	Northern Trust Corporation Supplemental Employee Stock Ownership Plan (As Amended and Restated Effective January 1, 2008)**	Filed Herewith
	(vii)	Northern Trust Corporation Supplemental Thrift-Incentive Plan (As Amended and Restated Effective January 1, 2008)**	Filed Herewith
	(viii)	Northern Trust Corporation Supplemental Pension Plan as amended and restated as of July 20, 1999**	(15)
		(1)    Amendment dated as of May 16, 2000	(17)
		(2)    Amendment dated as of September 25, 2001	(19)
		(3)    Amendment dated as of January 15, 2002	(21)
		(4)    Amendment dated December 22, 2003	(27)
		(5)    Amendment dated March 25, 2004	(28)
		(6)    Amendment dated April 30, 2004	(29)
		(7)    Amendment dated September 12, 2007 and effective as of July 17, 2007	(46)
	(ix)	Northern Trust Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2008)**	Filed Herewith
	(x)	Rights Agreement, dated as of July 21, 1998, between Northern Trust Corporation and Norwest Bank Minnesota, N.A. (now known as Wells Fargo Bank Minnesota, N.A.)	(8)
		(1)    Amendment No. 1 to Rights Agreement dated as of November 18, 1998	(10)
		(2)    Amendment No. 2 to Rights Agreement dated as of February 16, 1999	(11)
	(xi)	Lease dated as of November 29, 2000 between LaSalle Bank National Association, as successor trustee to American National Bank & Trust Company of Chicago as Trustee under Trust Agreement dated April 5, 1990 and known as Trust No. 110513-07 (Landlord) and The Northern Trust Company (Tenant)	(18)
		(1)    Amendment dated as of July 11, 2002	(22)
		(2)    Amendment dated as of April 13, 2005	Filed Herewith
		(3)    Amendment dated as of December 21, 2007	Filed Herewith
	(xii)	Lease dated December 29, 2000 between Metropolitan Life Insurance Company (Landlord) and The Northern Trust Company (Tenant)	(18)
	(xiii)	Amended 1992 Incentive Stock Plan**	(5)
		(1)    Amendment dated January 20, 1998	(14)
		(2)    Amendment dated September 15, 1998	(14)
		(3)    Amendment dated May 18, 1999	(14)
		(4)    Amendment dated September 25, 2001	(19)
	(xiv)	Amended and Restated Northern Trust Corporation 2002 Stock Plan (Effective January 1, 2008)**	Filed Herewith
		(1)    Form of Stock Option Terms and Conditions**	Filed Herewith
		(2)    Form of Stock Award Agreement**	(32)
		(3)    Form of Stock Unit Agreement**	Filed Herewith

37

Exhibit Number	Description		Exhibit Incorporated by Reference to Exhibit of Same Name in Prior Filing* or Filed Herewith
		(4)    Form of Addendum to Award Agreement**	(32)
		(5)    Form of Non-Solicitation Agreement**	(32)
		(6)    Form of Director Stock Agreement**	Filed Herewith
		(7)    Form of Director Prorated Stock Agreement**	Filed Herewith
		(8)    Form of Performance Stock Unit Award	Filed Herewith
	(xv)	Northern Trust Corporation Management Performance Plan**	(13)
		(1)    Amendment No. 1 effective January 15, 2008**	Filed Herewith
	(xvi)	Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors**	(12)
	(xvii)	Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors As Amended and Restated (Effective January 1, 2008)**	Filed Herewith
	(xviii)	Form of Employment Security Agreement (Tier 1)**	(46)
	(xix)	Form of Employment Security Agreement (Tier 2)**	(46)
	(xx)	Letter dated February 20, 2007 memorializing termination of the Employment Security Agreement of one executive officer**	(42)
	(xxi)	Amended and Restated Trust Agreement of NTC Capital I, dated as of January 16, 1997, among Northern Trust Corporation, as Depositor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, and the Administrative Trustees named therein	(4)
	(xxii)	Guarantee Agreement, dated as of January 16, 1997, relating to NTC Capital I, by and between Northern Trust Corporation, as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee	(4)
	(xxiii)	Amended and Restated Trust Agreement of NTC Capital II, dated as of April 25, 1997, among Northern Trust Corporation, as Depositor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, and the Administrative Trustees named therein	(5)
	(xxiv)	Guarantee Agreement, dated as of April 25, 1997, relating to NTC Capital II, by and between Northern Trust Corporation, as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee	(5)
	(xxv)	Item Processing and Lockbox Service Agreement between Fiserv Solutions, Inc. and The Northern Trust Company dated as of October 26, 2007	Filed Herewith
	(xxvi)	Leases made November 25, 2002 between Heron Quays (HQ4) T1 Limited and Heron Quays (HQ4) T2 Limited (together the Landlord), Canary Wharf Management Limited, and The Northern Trust Company relating to:
		(1)    Floor 4 of Building HQ4, 50 Bank Street, Canary Wharf, London E14	(23)
		(2)    Floor B1 and Floors 5-8 of Building HQ4, 50 Bank Street, Canary Wharf, London E14	(23)
		(3)    Level B1M and Floors 9-11 of Building HQ4, 50 Bank Street, Canary Wharf, London E14	(23)
		(4)    Deed of Variation dated May 26, 2005 among Heron Quays (HQ4) T1 Limited, Heron Quays (HQ4) T2 Limited, Canary Wharf Management Limited, and The Northern Trust Company	(35)
		(5)    Deed of Severance dated March 27, 2006 among Heron Quays Properties Limited, Heron Quays (HQ4) T1 Limited, Heron Quays (HQ4) T2 Limited, Canary Wharf Management Limited, and The Northern Trust Company	(39)
	(xxvii)	Agreement for Lease dated May 26, 2005 among Heron Quays Properties Limited, Canary Wharf Holdings Limited, and The Northern Trust Company	(35)

38

Exhibit Number	Description		Exhibit Incorporated by Reference to Exhibit of Same Name in Prior Filing* or Filed Herewith
	(xxviii)	Underlease dated May 26, 2005 among Heron Quays (HQ4) T1 Limited, Heron Quays (HQ4) T2 Limited, Canary Wharf Management Limited, and The Northern Trust Company	(35)
	(xxix)	Northern Trust Corporation Severance Plan, As Amended and Restated Effective January 1, 2008**	Filed Herewith
	(xxx)	Northern Partners Incentive Plan adopted July 19, 2004**	(30)
		(1)    Amendment dated December 14, 2005 and effective as of January 1, 2005	(37)
	(xxxi)	Amended and Restated Northern Trust Company Thrift-Incentive Plan effective January 1, 2005**	(31)
		(1)    Amendment Number One dated August 19, 2005	(36)
		(2)    Amendment Number Two dated November 21, 2005	(37)
		(3)    Amendment Number Three dated June 6, 2006	(40)
		(4)    Amendment Number Four dated November 29, 2006	(43)
		(5)    Amendment Number Five dated May 29, 2007	(44)
		(6)    Amendment Number Six dated December 18, 2007	Filed Herewith
	(xxxii)	Share Purchase Agreement dated November 22, 2004 among Baring Asset Management Holdings Limited, ING Bank NV, The Northern Trust International Banking Corporation, and The Northern Trust Company (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	(33)
		(1)    Deed of Novation and Amendment dated March 31, 2005	(34)
	(xxxiii)	Northern Trust Corporation Executive Financial Consulting and Tax Preparation Services Plan (As Amended and Restated Effective January 1, 2008)	Filed Herewith
(13)	2007 Financial Annual Report to Stockholders		Filed Herewith
(14)	Code of Ethics		(48)
(21)	Subsidiaries of the Registrant		Filed Herewith
(23)	Consent of Independent Registered Public Accounting Firm		Filed Herewith
(24)	Powers of Attorney		Filed Herewith
(31)	Rule 13a-14(a)/15d-14(a) Certification of CEO and CFO Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002		Filed Herewith
(32)	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed Herewith
(99)	Corporate Governance Guidelines		(48)

39

* Prior Filings (File No. 0-5965)

(1) Annual Report on Form 10-K for the year ended December 31, 1988

(2) Form 8-K dated January 26, 1989

(3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996

(4) Form 8-K dated January 22, 1997

(5) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997

(6) Annual Report on Form 10-K for the year ended December 31, 1997

(7) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998

(8) Form 8-A dated July 24, 1998

(9) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(10) Form 8-K dated November 20, 1998

(11) Form 8-K dated February 19, 1999

(12) Annual Report on Form 10-K for the year ended December 31, 1998

(13) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999

(14) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999

(15) Quarterly Report on Form 10-Q for the quarter ended September 30, 1999

(16) Annual Report on Form 10-K for the year ended December 31, 1999

(17) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000

(18) Annual Report on Form 10-K for the year ended December 31, 2000

(19) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001

(20) Annual Report on Form 10-K for the year ended December 31, 2001

(21) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002

(22) Quarterly Report on Form 10-Q for the quarter ended September 30, 2002

(23) Annual Report on Form 10-K for the year ended December 31, 2002

(24) Quarterly Report on Form 10-Q for the quarter ended March 31, 2003

(25) Quarterly Report on Form 10-Q for the quarter ended June 30, 2003

(26) Quarterly Report on Form 10-Q for the quarter ended September 30, 2003

(27) Annual Report on Form 10-K for the year ended December 31, 2003

(28) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004

(29) Quarterly Report on Form 10-Q for the quarter ended June 30, 2004

(30) Quarterly Report on Form 10-Q for the quarter ended September 30, 2004

(31) Form 8-K dated December 27, 2004

(32) Form 8-K dated February 18, 2005

(33) Annual Report on Form 10-K for the year ended December 31, 2004

(34) Quarterly Report on Form 10-Q for the quarter ended March 31, 2005

(35) Quarterly Report on Form 10-Q for the quarter ended June 30, 2005

(36) Quarterly Report on Form 10-Q for the quarter ended September 30, 2005

(37) Annual Report on Form 10-K for the year ended December 31, 2005

(38) Form 8-K dated April 18, 2006

(39) Quarterly Report on Form 10-Q for the quarter ended March 31, 2006

(40) Quarterly Report on Form 10-Q for the quarter ended June 30, 2006

(41) Form 8-K dated August 23, 2006

(42) Form 8-K dated February 20, 2007

(43) Annual Report on Form 10-K for the year ended December 31, 2006

(44) Quarterly Report on Form 10-Q for the quarter ended June 30, 2007

(45) Form 8-K dated July 17, 2007

(46) Quarterly Report on Form 10-Q for the quarter ended September 30, 2007

(47) Form 8-K dated November 6, 2007

(48) Form 8-K dated November 13, 2007

** Denotes management contract or compensatory plan or arrangement

Upon written request to Rose A. Ellis, Secretary, Northern Trust Corporation, 50 South LaSalle Street, Chicago, Illinois 60603, copies of exhibits listed above are available to Northern Trust Corporation stockholders by specifically identifying each exhibit desired in the request. In addition, prior filings in which the exhibits listed above are included are available free of charge through our website www.northerntrust.com, if the filings were made on or after May 1, 1996. Information contained on the web site is not part of this report.

40

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Corporation hereby agrees to furnish the SEC, upon request, any instrument defining the rights of holders of long-term debt of the Corporation not filed as an exhibit herein. No such instrument authorizes long-term debt securities in excess of 10% of the total assets of the Corporation and its subsidiaries on a consolidated basis.

41

EX-10.(VI)

Exhibit 10(vi)

NORTHERN TRUST CORPORATION

SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN

(As Amended and Restated Effective January 1, 2008)

The Supplemental Employee Stock Ownership Plan for Employees of The Northern Trust Company, was initially adopted effective September 1, 1989, restated effective September 1, 1989, again restated effective February 19, 1991 and further amended and restated effective January 1, 1996 and May 1, 1996 (the “Restated Supplemental ESOP”). Effective as of July 20, 1999, the assets and obligations of the Restated Supplemental ESOP were transferred by The Northern Trust Company to its parent corporation, Northern Trust Corporation and from and after such date the Northern Trust Corporation became the sponsor of the Restated Supplemental ESOP. Northern Trust Corporation further amended and restated the Restated Supplemental ESOP effective July 20, 1999 to reflect the transfer of the assets and obligations thereof to Northern Trust Corporation and certain other changes. At that time, the Restated Supplemental ESOP was designated as the “Northern Trust Corporation Supplemental Employee Stock Ownership Plan.”

Northern Trust Corporation now hereby further amends and restates the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004, and to make certain other changes.

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1 “Beneficiary” means any person eligible to receive a death benefit under the Plan as designated by the Participant, in the event of death of the Participant, subject to Section 5.1(c).

1.2 “Board” means the Board of Directors of the Corporation.

1.3 A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Northern Trust Corporation (the “Corporation”) (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of (i) three directors; or (ii) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or

(c) There is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; or

(d) The stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

For purposes of this Section 1.3 and Section 1.15 (where applicable) the following definitions shall apply:

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“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

In accordance with the Qualified Plan, each Participant or Inactive Participant who is an Employee on the date a Change in Control occurs shall be 100 percent vested in the adjusted balance of his or her Supplemental ESOP Account.

1.4 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

1.5 “Committee” means the Employee Benefit Administrative Committee of the Company, as constituted from time to time, which has the responsibility for administering the Qualified Plan and/or the Qualified Thrift-Incentive Plan.

1.6 “Company” means The Northern Trust Company, an Illinois banking corporation; the Corporation; and such subsidiaries and affiliates of the Corporation as shall adopt the Plan.

1.7 “Company Stock” means any qualifying employer security within the meaning of Section 4975(e)(8) of the Code and Section 407(d)(1) of the Employee Retirement Income Security Act of 1974 and regulations thereunder.

1.8 “Corporation” means Northern Trust Corporation, a Delaware corporation, and to the extent provided in Section 8.8 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Corporation, or a transfer of sale of substantially all of the assets of the Corporation.

1.9 “EBIC” means the Employee Benefit Investment Committee of the Company, as constituted from time to time, which has responsibility for overseeing the investment of the assets attributable to the Plan.

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1.10 “409A Amount” means the portion of the Supplemental ESOP Account of a Participant that is deferred in a taxable year beginning after December 31, 2004, as determined in accordance with Code Section 409A and applicable regulations and other guidance promulgated thereunder, and earnings attributable thereto. An amount is considered deferred on or before December 31, 2004 if on or before that date the Participant had a legally binding right to be paid the amount and the right to the amount was earned and vested.

1.11 “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Company’s Key Employees shall be identified annually pursuant to Section 5.3.

1.12 “Participant” means any employee of the Company who was a participant in the Qualified Plan prior to January 1, 2005, as described in Section 2.1 of the Plan, and with respect to whom contributions were made under the Plan for any Plan Year that ended on or before December 31, 2004; provided, however, that no additional employees of the Company shall become Participants in the Plan after December 31, 2004.

1.13 “Plan” means the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, as amended from time to time.

1.14 “Plan Year” means the calendar year.

1.15 A “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) The Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b) The Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(c) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or

(d) The Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

1.16 “Qualified Plan” means the Northern Trust Employee Stock Ownership Plan, as amended and restated effective January 1, 2002, and as further amended from time to time, and each predecessor, successor or replacement employee stock ownership plan, as such Qualified Plan existed immediately prior to its merger into the Qualified Thrift-Incentive Plan, effective January 1, 2005.

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1.17 “Qualified Plan Company Stock Account” means the account established for a Participant under the Qualified Plan and known as the Company Stock Account, including, if applicable, any Qualified Plan Company Stock Account maintained for a Participant in the Qualified Thrift-Incentive Plan as a result of the merger of the Qualified Plan into the Qualified Thrift-Incentive Plan effective January 1, 2005.

1.18 “Qualified Thrift-Incentive Plan” means The Northern Trust Company Thrift-Incentive Plan as amended and restated effective January 1, 2005, and each predecessor, successor or replacement employees’ cash or deferred arrangement.

1.19 “Related Company” means any person with whom the Company is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Company would be considered a single employer under Code Section 414(c), substituting “50%” for the “80%” standard that would otherwise apply.

1.20 “Section 415 Limits” means the limit imposed by Section 415 of the Code, or any successor section, on aggregate annual additions in any Plan Year to the accounts of a Participant under the Qualified Plan and Qualified Thrift-Incentive Plan, and the limits imposed by Section 415(c)(6) of the Code, or any successor section, on the Qualified Plan.

1.21 “Separation from Service” means that a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment will be deemed to occur when the Company and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Company after a certain date will permanently decrease to less than 50 percent of the average level of bona fide services performed by the Participant for the Company in the immediately preceding 36 months (or the full period of the Participant’s services to the Company if the Participant has been providing services to the Company for less than 36 months.) The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. Section 409(A)-1(h)) but (a) only if there is a reasonable expectation that the Participant will return to active employment status, and (b) only to the extent that such leave of absence does not exceed 6 months, or if longer, for so long as the Participant has a statutory or contractual right to reemployment. For purposes of this Section 1.21, references to the Company shall include the Company and all Related Companies.

1.22 “Supplemental ESOP Account” means the account maintained under the Plan for each Participant who receives Supplemental ESOP Allocations under the Plan (and earnings thereon); provided, however, that no Supplemental ESOP Allocation shall be made to the Supplemental ESOP Account of any Participant for any Plan Year that begins on or after January 1, 2005.

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1.23 “Supplemental ESOP Allocation” means the amount allocated for the benefit of a Participant under and in accordance with the terms of Section 3.1 of the Plan in any Plan Year; provided, however, that no Supplemental ESOP Allocation shall be made to the Supplemental ESOP Account of any Participant for any Plan Year that begins on or after January 1, 2005.

1.24 “Supplemental Matching Contribution Account” means the account maintained under the Supplemental Thrift-Incentive Plan for a Participant that is credited with Supplemental Matching Contributions contributed under such plan.

1.25 Except as otherwise expressly provided herein, all words and phrases in the Qualified Plan shall have the same meaning in the Plan.

ARTICLE II

ELIGIBILITY

2.1 Participant. An employee of the Company who is eligible in any Plan Year to receive an allocation of Company Stock to his Company Stock Account under the Qualified Plan, the total amount of which is reduced by reason of the application of the limitation on contributions imposed by Section 401(a)(17) or Section 415 of the Code, as in effect on any date for allocation of such shares, or as in effect at any time thereafter, on the Qualified Plan, shall be a Participant in the Plan for such Plan Year; provided, however, that no additional employees of the Company shall become Participants in the Plan after December 31, 2004.

ARTICLE III

SUPPLEMENTAL ALLOCATIONS

3.1 Supplemental ESOP Allocations. The Supplemental ESOP Allocation to be made for the benefit of a Participant for any Plan Year shall be an amount equal to (a) the closing price of a share of Company Stock on the NASDAQ Stock Market on the last trading day of such Plan Year, times (b) the difference between (i) and (ii) below:

(i) The number of shares of Company Stock that would have been allocated to the Qualified Plan Company Stock Account of the Participant for the Plan Year, without giving effect to the Section 415 Limits or to the limitations imposed by Section 401 (a) (17) of the Code on the Qualified Plan;

(ii) The number of shares of Company Stock actually allocated to the Qualified Plan Company Stock Account of the Participant for the Plan Year.

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Supplemental ESOP Allocations made for the benefit of a Participant for any Plan Year shall be allocated to a Supplemental ESOP Account maintained under the Plan in the name of such Participant as of the last day of such Plan Year. Anything in the Plan to the contrary notwithstanding, no Supplemental ESOP Allocation shall be made to the Supplemental ESOP Account of any Participant for any Plan Year that begins on or after January 1, 2005.

3.2 Vesting. Each Participant shall vest in the balance of his Supplemental ESOP Account in accordance with the vesting schedule set forth in the Qualified Plan (or in the Qualified Thrift-Incentive Plan, for any Plan Year that begins on or after January 1, 2005) applicable to the undistributed balance of his Qualified Plan Company Stock Account.

ARTICLE IV

INVESTMENT OF SUPPLEMENTAL ALLOCATIONS

4.1 Investments. The Corporation may cause amounts allocated hereunder to the Supplemental ESOP Accounts of Participants to be contributed to a trust (“Trust”) designated for such purpose by the Corporation. Amounts allocated hereunder to the Supplemental ESOP Account of a Participant shall be invested in the same manner as such Participant has elected under the Northern Trust Corporation Supplemental Thrift-Incentive Plan. EBIC shall from time to time determine the investment media to which such elections shall apply.

4.2 Effect of Change in Control. Notwithstanding anything in this Plan to the contrary, for a period of two years after the date of an occurrence of a Change in Control, the Corporation shall not eliminate any of the investment elections and choices in effect immediately prior to the Change in Control and shall not decrease the frequency with which Participants may change such investment elections. Notwithstanding the foregoing, in the event that an investment election is discontinued by its sponsor and therefore becomes unavailable to Participants, the Corporation shall provide a substitute election with substantially similar investment objectives and policies.

4.3 Valuation of Supplemental ESOP Accounts. Participants’ Supplemental ESOP Accounts shall be valued no less frequently than monthly.

ARTICLE V

DISTRIBUTIONS AND

LIMITS ON DISTRIBUTIONS

5.1 Distribution.

(a) Subject to Section 5.2, the vested adjusted balance of a Participant’s Supplemental ESOP Account, including gains and losses attributable to

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investments made pursuant to Section 4.1, shall be distributed to or with respect to the Participant in one lump sum, in cash, within 90 days after the date the Participant incurs a Separation from Service. The Participant shall have no right to designate the taxable year of such distribution.

Any unvested portion of a Participant’s Supplemental ESOP Account shall be forfeited and retained by the Company.

(b) An amount that would otherwise be paid from the Supplemental ESOP Account of a Participant in a given Plan Year may be delayed to the extent that the Company reasonably anticipates that if the payment were made as scheduled the Company’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m). Amounts not paid as a result of the above limitation shall be paid in the earlier of (i) the Company’s first taxable year in which the Company reasonably anticipates that if the payment is made during such year the deduction of such payment will not be barred by application of Section 162(m), or (ii) the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Company in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant’s Separation from Service.

(c) If a Participant dies before a complete distribution of his Supplemental ESOP Account has been made to him, the vested adjusted balance of such Participant’s Supplemental ESOP Account, including gains or losses attributable to investments made pursuant to Section 4.1, shall be distributed in one lump sum, in cash, to the Beneficiary last designated by the Participant in a writing delivered to the Committee prior to his death. The Beneficiary designated by the Participant under this Plan must be the same beneficiary designated by the Participant under the Northern Trust Corporation Supplemental Thrift-Incentive Plan. If a Participant has not designated a Beneficiary, or if no designated Beneficiary is living on the date of distribution, the vested adjusted balance of such Participant’s Supplemental ESOP Account shall be distributed to those persons entitled to receive distribution of the Participant’s accounts under the Qualified Thrift-Incentive Plan.

5.2 Limits on Distributions to Key Employees. Anything in the Plan to the contrary notwithstanding, if, as of the date a Participant incurs a Separation from Service, the Participant is a Key Employee, any distribution of a 409A Amount to such Participant due to such Separation from Service that would otherwise be made during the six months following such Separation from Service shall be made six months and one day following such Separation from Service.

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5.3 Annual Identification of Key Employees. The Specified Employee Identification Date, as defined in Treas. Reg. §1.409A-1(i)(3), to be used in determining Key Employees of the Company shall be September 30 of any Plan Year. The January 1 of the Plan Year next following that Plan Year shall be the Specified Employee Effective Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1 Administration by the Committee. Except as otherwise provided in Section 4.1, the Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. The Committee shall have discretion to interpret and construe the provisions of the Plan.

6.2 General Powers of Administration. All provisions set forth in the Qualified Thrift-Incentive Plan) with respect to the administrative powers and duties of the Committee, expenses of administration, and procedures for filing claims shall also be applicable with respect to the Plan. The Committee and EBIC shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Committee or EBIC with respect to the Plan.

6.3 Terms Include Authorized Delegates. Where appropriate, the term “Company”, “Corporation”, “Committee” or “EBIC” as used in this Plan shall also include any applicable subcommittee or any duly authorized delegate of the Company, the Corporation, the Committee or EBIC, as the case may be. Such duly authorized delegate may be an individual or an organization within the Company, the Corporation, the Committee or EBIC, or may be an unrelated third party individual or organization.

ARTICLE VII

AMENDMENT OR TERMINATION

7.1 Amendment or Termination. The Corporation intends the Plan to be permanent but reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable.

(a) Any such termination shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board if the Compensation and Benefits Committee is unavailable or unable to act for any reason) and shall be effective as of the date set forth in such resolution.

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(b) Any such amendment shall be made in accordance with the following:

(i) material amendments to the Plan (including any extraordinary amendment related to an acquisition or divestiture by the Company) shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board, if the Compensation and Benefits Committee is unavailable or unable to act for any reason); and

(ii) (A) non-material or administrative amendments to the Plan (including any amendment pursuant to guidelines established by the Compensation and Benefits Committee of the Board related to an acquisition or divestiture by the Company) or (B) any amendment to the Plan deemed required, authorized or desirable under applicable statutes, regulations or rulings, shall be made by action of either Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or either of their duly authorized designees).

(c) Notwithstanding the foregoing, (i) for a period of two years after the date of an occurrence of a Change in Control or (ii) in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Compensation and Benefits Committee of the Board nor the Board may terminate or amend this Plan and neither the Chief Executive Officer of the Corporation nor the Executive Vice President and Human Resources Department Head of the Corporation (or either of their designees) may amend this Plan in a manner that adversely affects the rights of any Participant of the Plan.

In addition, after the date of the occurrence of a Change in Control, no amendment of Section 5.1 of the Plan shall be effective with respect to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant.

7.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any Supplemental ESOP Account held hereunder as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of amounts in a Participant’s Supplemental ESOP Account shall

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be made to him or his Beneficiary in the manner and at the time described in Section 5.1 of the Plan. No additional Supplemental ESOP Allocations shall be made to the Supplemental ESOP Account of any Participant after termination of the Plan.

7.3 Amendments Necessary to Satisfy Code Section 409A. Anything in the preceding Sections 7.1 or 7.2 or elsewhere in the Plan to the contrary notwithstanding:

(a) the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

(b) the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Participant’s Rights Unsecured. If and to the extent amounts allocated hereunder to the Supplemental ESOP Accounts of Participants are contributed to the Trust described in Section 4.1, benefits under the Plan shall be payable pursuant to the Trust Agreement. Pursuant to the Trust Agreement, all assets held thereunder shall remain subject to the general creditors of the Corporation and the Company. The Plan at all times shall be entirely unfunded and, except as otherwise set forth herein, no provision shall at any time be made with respect to segregating any assets of the Corporation or the Company for payment of any benefits hereunder. No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Corporation or the Company by reason of the right to receive a benefit under the Plan and Trust Agreement and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Corporation and the Company with respect to any rights under the Plan and Trust Agreement.

8.2 General Conditions. Except as otherwise expressly provided herein for any Plan Year that began prior to January 1, 2005, all terms and conditions of the Qualified Plan applicable to allocations of Company Stock under the Qualified Plan shall also be applicable to a Supplemental ESOP Allocation made hereunder. Any allocation of Company Stock or dividends to be made under the Qualified Plan shall be made solely in accordance with the terms and conditions of the Qualified Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Qualified Plan.

8.3 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by the Corporation, the Company or any other person or entity that the assets of the Corporation or the Company will be sufficient to pay any benefit hereunder.

8.4 No Enlargement of Employee Rights. No Participant shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.

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Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Corporation or the Company.

8.5 Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

8.6 Applicable Law. The Plan shall be construed and administered under the laws of the State of Illinois to the extent not inconsistent with the Employee Retirement Income Security Act of 1974, as amended.

8.7 Incapacity of Recipient. If any benefit under the Plan shall be payable to a minor or a person not adjudicated incompetent but who, by reason of illness or mental or physical disability, is, in the opinion of the Committee, unable to properly manage his affairs, such benefit shall be paid in such of the following ways as the Committee deems best: (a) to the person directly; (b) in the case of a minor, to a custodian under any Uniform Gift to Minors Act for the person; or (c) to the person’s spouse, adult child or blood relative. Any benefit so paid shall be a complete discharge of any liability of the Corporation, the Company and Plan therefor.

8.8 Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Corporation or by the merger or consolidation of the Corporation into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan, subject to the provisions of Section 7.1. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of Sections 7.1 and 7.2.

8.9 Unclaimed Benefit. Each Participant shall keep the Committee informed of his current address and the current address of his designated Beneficiary. None of the Corporation, the Company or the Committee shall be obligated to search for the whereabouts of any person. If the Committee is unable to locate the Participant or any Beneficiary of the Participant, then none of the Corporation, the Company or the Plan shall have any further obligation to pay any benefit hereunder to such Participant or Beneficiary and such benefit shall be forfeited; provided, however, that if the Participant or Beneficiary makes a valid claim for any benefit that has been forfeited, the forfeited benefit shall be reinstated.

8.10 Electronic or Telephonic Notices. Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative rules prescribed by the Committee.

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8.11 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Corporation, the Company, any member of the Committee, any member of EBIC, or any individual acting as an employee or agent of the Corporation, the Company, the Committee or EBIC shall be liable to any Participant, former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

8.12 Gender; Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8.13 Compliance with Code Section 409A. The Plan is intended to comply in all applicable respects with the requirements of Code Section 409A and shall be construed and administered so as to comply with that Code section.

IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer this 11th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

NORTHERN TRUST CORPORATION
By:	/s/Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and
	Human Resources Department Head

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SUPPLEMENT #1

Special 2005 Termination of Participation for Specified Employees

This Supplement #1 to the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, as amended and restated effective January 1, 2008 (the “Plan”), is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #1.

1. Effective Date. January 1, 2005.

2. Application. This Supplement #1 shall apply to any Participant who would be considered a “specified employee” as defined in proposed regulation section 1.409A-1(i) issued by the U.S. Treasury Department and the Internal Revenue Service; who terminates employment for any reason on or after the Effective Date of this Supplement #1 and on or before October 31, 2005 (individually, a “2005 Specified Employee Participant” and, collectively, the “2005 Specified Employee Participants”).

3. Special Provision. The following special provision shall apply to the 2005 Specified Employee Participants:

Special 2005 Termination of Participation: Pursuant to and in accordance with Notice 2005-1 and proposed regulations under Code section 409A issued by the U.S. Treasury Department and the Internal Revenue Service, each 2005 Specified Employee Participant shall be considered to have terminated participation in the Plan with respect to any amounts that would otherwise be subject to Code section 409A, effective as of the date such 2005 Specified Employee Participant terminated employment with the Company. Anything in the Plan to the contrary notwithstanding, such amounts shall be distributed in a lump sum distribution to such 2005 Specified Employee Participant no later than December 31, 2005, or the date such amounts become vested, if later.

6. Limitations on Supplement. Nothing in this Supplement #1 shall be construed to provide any 2005 Specified Employee Participant with any rights or benefits under the Plan other than those described in Paragraph 3 above.

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EX-10.(VII)

Exhibit 10(vii)

NORTHERN TRUST CORPORATION

SUPPLEMENTAL THRIFT-INCENTIVE PLAN

(As Amended and Restated Effective January 1, 2008)

The Northern Trust Company Supplemental Plan was adopted on September 16, 1975 and amended through December 16, 1986. The portions of that plan that pertained to The Northern Trust Company Thrift-Incentive Plan were amended and restated by the Restated Supplemental Thrift-Incentive Plan for Employees of The Northern Trust Company, initially adopted effective September 1, 1989, as restated effective September 1, 1989 and as further amended and restated effective January 1, 1996 and May 1, 1996 (the “Restated Supplemental Thrift-Incentive Plan”). Effective as of July 20, 1999, the assets and obligations of the Restated Supplemental Thrift-Incentive Plan, were transferred by The Northern Trust Company to its parent corporation, Northern Trust Corporation and from and after such date the Northern Trust Corporation became the sponsor of the Restated Supplemental Thrift-Incentive Plan. Northern Trust Corporation further amended and restated the Restated Supplemental Thrift-Incentive Plan effective July 20, 1999, to reflect the transfer of the assets and obligations thereof to Northern Trust Corporation and certain other changes. At that time, the Restated Supplemental Thrift-Incentive Plan was designated the “Northern Trust Corporation Supplemental Thrift-Incentive Plan.”

Northern Trust Corporation now hereby further amends and restates the Northern Trust Corporation Supplemental Thrift-Incentive Plan, generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004, and to make certain other changes.

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1 “Beneficiary” means any person eligible to receive a death benefit under the Plan as designated by the Participant, in the event of death of the Participant, subject to Section 5.1(c).

1.2 “Board” means the Board of Directors of the Corporation.

1.3 A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Northern Trust Corporation (the “Corporation”) (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of (i) three directors; or (ii) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or

(c) There is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; or

(d) The stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

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For purposes of this Section 1.3 and Section 1.15 (where applicable) the following definitions shall apply:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

In accordance with the Qualified Plan, upon the occurrence of a Change in Control, each Participant and Inactive Participant shall become fully vested in the balance of his or her Supplemental Matching Contribution Account and his or her Supplemental Basic Profit Sharing Contribution Account. Any amounts credited to any such Supplemental Matching Contribution Account or to any such Supplemental Basic Profit Sharing Contribution Account following such Change in Control shall also be fully vested.

1.4 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

1.5 “Committee” means the Employee Benefit Administrative Committee of the Company, as constituted from time to time, which has the responsibility for administering the Qualified Plan.

1.6 “Company” means The Northern Trust Company, an Illinois banking corporation; the Corporation; and such subsidiaries and affiliates of the Corporation as shall adopt the Plan.

1.7 “Corporation” means Northern Trust Corporation, a Delaware corporation, and, to the extent provided in Section 8.8 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Corporation or a transfer or sale of substantially all of the assets of the Corporation.

1.8 “Deferral Distribution Date” means the date for distribution of a Participant’s Supplemental Before-Tax Deposits as irrevocably set forth in each of his Supplemental Before-Tax Deposit Agreements.

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1.9 “EBIC” means the Employee Benefit Investment Committee of the Company, as constituted from time to time, which has responsibility for overseeing the investment of the assets attributable to the Plan.

1.10 “409A Amount” means the portion of the Supplemental Before-Tax Deposit Account, the Supplemental Matching Contribution Account and the Supplemental Basic Profit Sharing Account of a Participant that is deferred in a taxable year beginning after December 31, 2004, as determined in accordance with Code Section 409A and applicable regulations and other guidance promulgated thereunder, and earnings attributable thereto. An amount is considered deferred on or before December 31, 2004 if on or before that date the Participant had a legally binding right to be paid the amount, and the right to the amount was earned and vested.

1.11 “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Company’s Key Employees shall be identified annually pursuant to Section 5.3.

1.12 “Participant” means an employee of the Company who satisfies the eligibility criteria in Section 2.1 of the Plan for one or more types of contributions under the Plan, and by whom or with respect to whom contributions are made under the Plan.

1.13 “Plan” means the Northern Trust Corporation Supplemental Thrift-Incentive Plan as amended from time to time.

1.14 “Plan Year” means the calendar year.

1.15 A “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(c) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or

(d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

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1.16 “Qualified Plan” means The Northern Trust Company Thrift-Incentive Plan as amended and restated effective January 1, 2005, and as further amended from time to time, and each predecessor, successor or replacement employees’ cash or deferred arrangement.

1.17 “Qualified Plan Basic Profit Sharing Contribution” means the basic profit sharing contribution made by the Company with respect to a Participant under and in accordance with the terms of the Qualified Plan in any Plan Year.

1.18 “Qualified Plan Before-Tax Deposit” means the total of all salary reduction contributions made by the Company as authorized by a Participant under and in accordance with the terms of the Qualified Plan in any Plan Year.

1.19 “Qualified Plan Before-Tax Deposit Account” means the account established for a Participant under the Qualified Plan and known as the Before-Tax Deposit Account.

1.20 “Qualified Plan Matching Contribution” means the total of all matching contributions made by the Company for the benefit of a Participant under and in accordance with the terms of the Qualified Plan in any Plan Year.

1.21 “Qualified Plan Matching Contribution Account” means the account established for a Participant under the Qualified Plan and known as the Matching Contribution Account.

1.22 “Qualified Plan Profit Sharing Contribution Account” means the account established for a Participant for the receipt of basic and discretionary profit sharing contributions under the Qualified Plan and known as the Profit Sharing Contribution Account.

1.23 “Related Company” means any person with whom the Company is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Company would be considered a single employer under Code Section 414(c), substituting “50%” for the “80%” standard that would otherwise apply.

1.24 “Separation from Service” means that a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment will be deemed to occur when the Company and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Company after a certain date will permanently decrease to less than 50 percent of the average level of bona fide services performed by the Participant for the Company in the immediately preceding 36 months (or the full period of the Participant’s services to the Company if the Participant has been providing services to the Company for less than 36 months.) The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (a) only if there is a reasonable expectation that the Participant will return to active employment status, and (b) only to the extent that such leave of absence does

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not exceed 6 months, or, if longer, for so long as the Participant has a statutory or contractual right to reemployment. For purposes of this Section 1.24, references to the Company shall include the Company and all Related Companies.

1.25 “Supplemental Account” means any or all of the Supplemental Before-Tax Deposit Account, the Supplemental Matching Contribution Account and the Supplemental Basic Profit Sharing Contribution Account.

1.26 “Supplemental Basic Profit Sharing Contribution” means the basic profit sharing contribution made by the Company for the benefit of a Participant under and in accordance with the terms of the Plan in any Plan Year.

1.27 “Supplemental Basic Profit Sharing Contribution Account” means the account maintained under the Plan for a Participant that is credited with Supplemental Basic Profit Sharing Contributions contributed under the Plan (and earnings thereon).

1.28 “Supplemental Before-Tax Deposit” means the salary reduction contribution made for the benefit of a Participant under and in accordance with the terms of the Plan in any Plan Year.

1.29 “Supplemental Before-Tax Deposit Account” means the account maintained under the Plan for a Participant that is credited with Supplemental Before-Tax Deposits contributed under the Plan (and earnings thereon).

1.30 “Supplemental ESOP Account” means the account established for a Participant under the Supplemental ESOP Plan.

1.31 “Supplemental ESOP Allocation” means the amount allocated for the benefit of a Participant under and in accordance with the terms of Section 3.1 of the Supplemental ESOP Plan in any Plan Year; provided, however, that no Supplemental ESOP Allocation shall be made to the Supplemental ESOP Account of any Participant under the Supplemental ESOP Plan for any Plan Year that begins on or after January 1, 2005.

1.32 “Supplemental ESOP Plan” means the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, as amended and restated effective January 1, 2008 and as further amended from time to time.

1.32 “Supplemental Matching Contribution” means the matching contribution made by the Company for the benefit of a Participant under and in accordance with the terms of the Plan in any Plan Year.

1.34 “Supplemental Matching Contribution Account” means the account maintained under the Plan for a Participant that is credited with Supplemental Matching Contributions contributed under the Plan (and earnings thereon).

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1.35 Except as otherwise expressly provided herein, all words and phrases in the Qualified Plan shall have the same meaning in the Plan.

ARTICLE II

ELIGIBILITY

2.1 Conditions for Participation and Participant Elections.

(a) (i) An employee of the Company: (A) who is eligible to participate in the Qualified Plan on the first day of a Plan Year and (B) whose Salary (as defined in the Qualified Plan), determined as of November 30 of the prior Plan Year, exceeds the compensation limitation under Section 401(a)(17) of the Code for such prior Plan Year, shall be eligible to make Supplemental Before-Tax Deposits under the Plan for such Plan Year as soon as he has received Salary in such Plan Year equal to the Code Section 401(a)(17) limitation for that Plan Year. However, if the Code Section 401(a)(17) compensation limit for the Plan Year for which participation is being determined is known by November 30 of such prior Plan Year, participation will be based upon such limit.

     (ii) An employee of the Company (A) who is eligible to participate in the Qualified Plan in a Plan Year and (B) for whom the Company makes a Supplemental Basic Profit Sharing Contribution to his or her Supplemental Basic Profit Sharing Contribution Account pursuant to Section 3.4 of the Plan shall be a Participant in the Plan for purposes of his or her Supplemental Basic Profit Sharing Contribution Account.

     (iii) An employee of the Company who is ineligible to participate in the Plan on the first day of a Plan Year either because he was not eligible for the Qualified Plan on the first day of the Plan Year, or because his Salary did not exceed the Code Section 401 (a) (17) limitation for the prior Plan Year, who subsequently becomes eligible for the Qualified Plan or has his Salary increased so that he receives Salary in such Plan Year that exceeds the compensation limit set forth in Code Section 401(a)(17), shall become eligible to participate in the Plan for that Plan Year for purposes of Supplemental Matching Contributions only as of the date he has received Salary in such Plan Year that exceeds the Code Section 401(a)(17) limit. Such Supplemental Matching Contributions shall be based on the employee’s rate of contribution to the Qualified Plan on the date his contributions to the Qualified Plan ceased.

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(b) An employee who meets the eligibility requirements on November 30 for Plan participation in the following Plan Year will be allowed to elect (i) to decline participation in the Plan, or (ii) to begin contributions to the Plan once he is no longer able to contribute to the Qualified Plan because he has reached the limitations of Code Section 401 (a) (17).

(c) A Participant who as of any November 30 no longer meets the eligibility requirements for Plan participation in the following Plan Year will not be allowed to continue or elect to begin contributions to the Plan for that following Plan Year, and any Supplemental Before-Tax Deposit Agreement then in effect for such Participant shall become null and void with respect to such following Plan Year and any subsequent Plan Years. If as of November 30 of any subsequent Plan Year, any such employee who was previously a Participant again meets the Plan’s eligibility requirements for Plan participation in the next following Plan Year, such employee will again be allowed to elect to decline participation or begin contributions to the Plan in such next following Plan Year in accordance with Section 2.1(b) and Article III.

ARTICLE III

SUPPLEMENTAL CONTRIBUTIONS

3.1 Supplemental Before-Tax Deposit. The Supplemental Before-Tax Deposit authorized by a Participant for any Plan Year shall be applied only to Salary in excess of Code Section 401(a)(17) limitations, in any amount equal to at least one percent (1%), but not to exceed the maximum percentage which a Participant could contribute to the Qualified Plan in such Plan Year in the absence of any statutory or administratively imposed limitations.

The Supplemental Before-Tax Deposit made for the benefit of a Participant for any Plan Year shall be allocated to a Supplemental Before-Tax Deposit Account maintained under the Plan in the name of such Participant at such time(s) as the Committee shall determine, but in any event on or before the last day of such Plan Year.

3.2 Supplemental Before-Tax Deposit Agreement. As a condition of making a Supplemental Before-Tax Deposit for the benefit of a Participant pursuant to Section 3.1 for any Plan Year, the Participant must execute a Supplemental Before-Tax Deposit Agreement, in such form as the Committee in its discretion shall determine, on which the Participant shall elect to have his Salary for such Plan Year reduced, and a Supplemental Before-Tax Deposit made on his behalf, on Salary in excess of the Code Section 401(a)(17) limitations, in any amount equal to at least one percent (1%) of his Salary, or any multiple thereof, but not to exceed the maximum percentage which a Participant could contribute to the Qualified Plan in such Plan Year in the absence of any statutory or administratively imposed limitations.

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A Supplemental Before-Tax Deposit Agreement shall not be effective for any Plan Year unless it is executed and delivered to the Committee by the date established by the Committee before the beginning of that Plan Year; provided that any such Supplemental Before-Tax Deposit Agreement making any such election must be made on or before December 31 of the Participant’s taxable year preceding the taxable year in which the Participant performs the services that give rise to the Salary to be deferred. Any such Agreement and such election shall remain in effect for subsequent Plan Years until revised or revoked by the Participant by the execution and delivery to the Committee, prior to the first day of the Plan Year in which such revision or revocation is to become effective (or such earlier date established by the Committee), of a Supplemental Before-Tax Deposit Agreement setting forth such revision or revocation. Any Supplemental Before-Tax Deposit Agreement and election shall become irrevocable as of each December 31 (or such earlier date as the Committee may determine) with respect to Salary payable for services performed in the immediately following Plan Year.

3.3 Supplemental Matching Contributions. The Supplemental Matching Contribution to be made by the Company on behalf of a Participant for any Plan Year who (i) is a Participant at the beginning of a Plan Year eligible to make Supplemental Before-Tax Deposits under the Plan after reaching the Code Section 401(a)(17) limitation, who actually makes Supplemental Before-Tax Deposits under the Plan or (ii) during the Plan Year becomes a Participant eligible to participate under Section 2.1(a)(iii) for purposes of Supplemental Matching Contributions only, shall be made in accordance with the matching contribution formula and provisions set forth in the Qualified Plan.

Supplemental Matching Contributions made for the benefit of a Participant for any Plan Year shall be allocated to a Supplemental Matching Contribution Account maintained under the Plan in the name of such Participant at such time(s) as the Committee shall determine, but in any event as of the last day of such Plan Year.

3.4 Supplemental Basic Profit Sharing Contributions. The Company shall make a Supplemental Basic Profit Sharing Contribution on behalf of a Participant for any Plan Year, based upon the Participant’s Salary that does not exceed the Code Section 401(a)(17) limitation for such Plan Year, and only to the extent that all or part of the Qualified Plan Basic Profit Sharing Contribution cannot be made for such Plan Year due to any limitation imposed by Code Section 415 for such Plan Year. Such Supplemental Basic Profit Sharing Contribution shall be made in accordance with the basic profit sharing contribution formula and provisions set forth in the Qualified Plan.

The Supplemental Basic Profit Sharing Contribution made for the benefit of a Participant for any Plan Year shall be allocated to a Supplemental Basic Profit Sharing

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Contribution Account maintained under the Plan in the name of such Participant at such time(s) as the Committee shall determine, but in any event as of the last day of such Plan Year.

3.5 Vesting of Benefits. Each Participant shall at all times be fully vested in the adjusted balance of his Supplemental Before-Tax Deposit Account. Each Participant shall vest in the adjusted balance of his Supplemental Matching Contribution Account and his Supplemental Basic Profit Sharing Contribution Account in accordance with the vesting schedule applicable to his Qualified Plan Matching Contribution Account and his Qualified Plan Profit Sharing Contribution Account set forth in the Qualified Plan.

ARTICLE IV

INVESTMENT OF SUPPLEMENTAL CONTRIBUTIONS

4.1 Investments. The Corporation may cause amounts allocated hereunder to the Supplemental Accounts of Participants to be contributed to a trust (“Trust”) designated for such purpose by the Corporation. Amounts allocated hereunder to the Supplemental Account of a Participant shall be subject to such procedures relating to investment elections as the Committee may from time to time establish. EBIC shall from time to time determine the investment media to which such elections shall apply.

A Participant shall be entitled to change investment elections applicable to his Supplemental Account, or to direct transfers of amounts in his Supplemental Account among the investment funds available under the Trust Agreement, provided that such directions shall also apply to his Supplemental ESOP Allocation. Such changes can be made monthly by written request or such other frequency as the Committee shall determine.

Notwithstanding anything in the Plan to the contrary, for a period of two years after the date of an occurrence of a Change in Control, the Corporation shall not eliminate any of the investment elections and choices which were in effect immediately prior to the Change in Control and shall not decrease the frequency with which Participants may change such investment elections. Notwithstanding the foregoing, in the event that an investment election is discontinued by its sponsor and therefore becomes unavailable to Participants, the Corporation shall provide a substitute election with substantially similar investment objectives and policies.

Participants’ Supplemental Accounts shall be valued no less frequently than monthly.

4.2 Corporation Securities. Notwithstanding anything to the contrary contained herein, in no event shall amounts allocated to the Supplemental Account of a Participant be invested directly in stock or other securities of the Corporation; provided, however, that nothing contained herein shall prohibit investment of amounts allocated to the

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Supplemental Account of any Participant in a mutual fund portfolio in which no more than five percent of the total fair market value of the assets of such portfolio are invested in stock or other securities of the Corporation.

ARTICLE V

DISTRIBUTIONS AND

LIMITS ON DISTRIBUTIONS

5.1 Distribution.

(a) Subject to Sections 5.2 and 8.2,

(i) all amounts allocated to a Participant’s Supplemental Before-Tax Deposit Account, and the vested adjusted balance of the Participant’s Supplemental Matching Contribution Account and Supplemental Basic Profit Sharing Contribution Account, including gains and losses attributable to investments made pursuant to Section 4.1, shall be distributed to or with respect to the Participant in one lump sum, in cash, within 90 days after the date the Participant incurs a Separation from Service. The Participant shall have no right to designate the taxable year of such distribution.

(ii) notwithstanding the foregoing, if a Participant is entitled to receive a Supplemental Matching Contribution or a Supplemental Basic Profit Sharing Contribution for the Plan Year in which he incurs a Separation from Service, such Supplemental Matching Contribution or Supplemental Basic Profit Sharing Contribution and any gains or losses attributable thereto shall be distributed to or with respect to the Participant upon completion of the first valuation following the posting of such Supplemental Matching Contribution or Supplemental Basic Profit Sharing Contribution to his Supplemental Matching Contribution Account or Supplemental Basic Profit Sharing Contribution Account;

(iii) any unvested amounts credited to a Participant’s Supplemental Matching Contribution Account and Supplemental Basic Profit Sharing Contribution Account shall be forfeited and retained by the Company.

(b) An amount that would otherwise be paid from the Supplemental Account of a Participant in a given Plan Year may be delayed to the extent that the Company reasonably anticipates that if the payment were made as scheduled the Company’s deduction with respect to such

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payment would not be permitted due to the application of Code Section 162(m). Amounts not paid as a result of the above limitation shall be paid in the earlier of (i) the Company’s first taxable year in which the Company reasonably anticipates that if the payment is made during such year the deduction of such payment will not be barred by application of Section 162(m), or (ii) the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Company in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant’s Separation from Service.

(c) If a Participant dies before a complete distribution of his Supplemental Before Tax Deposit Account, his Supplemental Matching Contribution Account or his Supplemental Basic Profit Sharing Contribution Account has been made to him, such amounts shall be distributed in one lump sum, in cash, to the Beneficiary last designated by the Participant in a writing delivered to the Committee prior to his death. The Beneficiary designated by the Participant under this Plan must be the same beneficiary designated by the Participant under the Supplemental ESOP Plan. If a Participant has not designated a Beneficiary, or if no designated Beneficiary is living on the date of distribution, such amounts shall be distributed to those persons entitled to receive distribution of the Participant’s accounts under the Qualified Plan.

5.2 Limits on Distributions to Key Employees. Anything in the Plan to the contrary notwithstanding, if, as of the date a Participant incurs a Separation from Service, the Participant is a Key Employee, any distribution of a 409A Amount to such Participant due to such Separation from Service that would otherwise be made during the six months following such Separation from Service shall be made six months and one day following such Separation from Service.

5.3 Annual Identification of Key Employees. The Specified Employee Identification Date, as defined in Treas. Reg. §1.409A-1(i)(3), to be used in determining Key Employees of the Company shall be September 30 of any Plan Year. The January 1 of the Plan Year next following that Plan Year shall be the Specified Employee Effective Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

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ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1 Administration by the Committee. Except as otherwise provided in Section 4.1, the Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. The Committee shall have discretion to interpret and construe the provisions of the Plan.

6.2 General Powers of Administration. All provisions set forth in the Qualified Plan with respect to the administrative powers and duties of the Committee, expenses of administration, and procedures for filing claims shall also be applicable with respect to the Plan. The Committee and EBIC shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Committee or EBIC with respect to the Plan.

6.3 Terms Include Authorized Delegates. Where appropriate, the term “Company”, “Corporation”, “Committee” or “EBIC” as used in this Plan shall also include any applicable subcommittee or any duly authorized delegate of the Company, the Corporation, the Committee or EBIC, as the case may be. Such duly authorized delegate may be an individual or an organization within the Company, the Corporation, the Committee or EBIC, or may be an unrelated third party individual or organization.

ARTICLE VII

AMENDMENT OR TERMINATION

7.1 Amendment or Termination. The Corporation intends the Plan to be permanent but reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable.

(a) Any such termination shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board if the Compensation and Benefits Committee is unavailable or unable to act for any reason) and shall be effective as of the date set forth in such resolution.

(b) Any such amendment shall be made in accordance with the following:

(i) material amendments to the Plan (including any extraordinary amendment related to an acquisition or divestiture by the Company) shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board, if the Compensation and Benefits Committee is unavailable or unable to act for any reason); and

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(ii) (A) non-material or administrative amendments to the Plan (including any amendment pursuant to guidelines established by the Compensation and Benefits Committee of the Board related to an acquisition or divestiture by the Company) or (B) any amendment to the Plan deemed required, authorized or desirable under applicable statutes, regulations or rulings, shall be made by action of either the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or either of their duly authorized designees).

(c) Notwithstanding the foregoing, (i) for a period of two years after the date of an occurrence of a Change in Control or (ii) in the event of a Potential Change in Control and for a period of six (6) months following the Potential Change in Control, neither the Compensation and Benefits Committee of the Board nor the Board may terminate or amend the Plan and neither the Chief Executive Officer of the Corporation nor the Executive Vice President and Human Resources Department Head of the Corporation (or either of their designees) may amend the Plan in a manner that adversely affects the rights of any Participant of the Plan.

In addition, after the date of the occurrence of a Change in Control, no amendment of Section 5.1 of the Plan shall be effective with respect to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant.

7.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any Supplemental Account held hereunder as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of amounts in a Participant’s Supplemental Account shall be made to him or his Beneficiary in the manner and at the time described in Section 5.1 of the Plan. No additional credits of Supplemental Before-Tax Deposits, Supplemental Matching Contributions or Supplemental Basic Profit Sharing Contributions shall be made to the Supplemental Account of a Participant after termination of the Plan, but gains and losses attributable to investments made pursuant to Section 4.1 shall continue to be credited to such Supplemental Account until the balance of such Supplemental Account has been fully distributed to the Participant or his Beneficiary.

7.3 Amendments Necessary to Satisfy Code Section 409A. Anything in the preceding Sections 7.1 or 7.2 or elsewhere in the Plan to the contrary notwithstanding:

(a) the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

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(b) the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Participant’s Rights Unsecured. If and to the extent amounts allocated hereunder to the Supplemental Accounts of Participants are contributed to the Trust described in Section 4.1, benefits under the Plan shall be payable pursuant to the Trust Agreement. Pursuant to the Trust Agreement, all assets held thereunder shall remain subject to the general creditors of the Corporation and the Company. The Plan at all times shall be entirely unfunded and, except as otherwise set forth herein, no provision shall at any time be made with respect to segregating any assets of the Corporation or the Company for payment of any benefits hereunder. No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Corporation or the Company by reason of the right to receive a benefit under the Plan and Trust Agreement and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Corporation and the Company with respect to any rights under the Plan and Trust Agreement.

8.2 General Conditions. Except as otherwise expressly provided herein, all terms and conditions of the Qualified Plan applicable to a Qualified Plan Before-Tax Deposit, a Qualified Plan Matching Contribution or a Qualified Plan Basic Profit Sharing Contribution shall also be applicable to a Supplemental Before-Tax Deposit, a Supplemental Matching Contribution or a Supplemental Basic Profit Sharing Contribution to be made hereunder. Any Qualified Plan Before-Tax Deposit, Qualified Plan Matching Contribution or Qualified Plan Basic Profit Sharing Contribution, or any other contributions to be made under the Qualified Plan, shall be made solely in accordance with the terms and conditions of the Qualified Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Qualified Plan.

8.3 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by the Corporation, the Company or any other person or entity that the assets of the Corporation or the Company will be sufficient to pay any benefit hereunder.

8.4 No Enlargement of Employee Rights. No Participant shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Corporation or the Company.

8.5 Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either

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voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

8.6 Applicable Law. The Plan shall be construed and administered under the laws of the State of Illinois to the extent not inconsistent with the Employee Retirement Income Security Act of 1974, as amended.

8.7 Incapacity of Recipient. If any benefit under the Plan shall be payable to a minor or a person not adjudicated incompetent but who, by reason of illness or mental or physical disability, is, in the opinion of the Committee, unable to properly manage his affairs, such benefit shall be paid in such of the following ways as the Committee deems best: (a) to the person directly; (b) in the case of a minor, to a custodian under any Uniform Gift to Minors Act for the person; or (c) to the person’s spouse, adult child or blood relative. Any benefit so paid shall be a complete discharge of any liability of the Corporation, the Company and the Plan therefor.

8.8 Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Corporation, or by the merger or consolidation of the Corporation into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan, subject to the provisions of Section 7.1. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate, subject to the provisions of Sections 7.1 and 7.2.

8.9 Unclaimed Benefit. Each Participant shall keep the Committee informed of his current address and the current address of his designated Beneficiary. None of the Corporation, the Company or the Committee shall be obligated to search for the whereabouts of any person. If the Committee is unable to locate the Participant or any Beneficiary of the Participant, then none of the Corporation, the Company or the Plan shall have any further obligation to pay any benefit hereunder to such Participant or Beneficiary and such benefit shall be forfeited; provided, however, that if the Participant or Beneficiary makes a valid claim for any benefit that has been forfeited, the forfeited benefit shall be reinstated.

8.10 Electronic or Telephonic Notices. Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative rules prescribed by the Committee.

8.11 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Corporation, the Company, any member of the Committee, any member of EBIC, or any individual acting as an employee or agent of the Corporation, the Company, the Committee or EBIC, shall be liable to any Participant, former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

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8.12 Gender; Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8.13 Compliance with Code Section 409A. The Plan is intended to comply in all applicable respects with the requirements of Code Section 409A and shall be construed and administered so as to comply with that Code section.

IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer this 11th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

NORTHERN TRUST CORPORATION
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and
	Human Resources Department Head

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SUPPLEMENT #1

Special 2005 Supplemental Before-Tax Deposit Agreement

This Supplement #1 to the Northern Trust Corporation Supplemental Thrift-Incentive Plan, as amended and restated effective January 1, 2008 (the “Plan”), is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #1.

1. Effective Date. February 10, 2005.

2. Application. This Supplement #1 shall apply to all Participants who were eligible to make a Supplemental Before-Tax Deposit for the Plan Year beginning January 1, 2005 (the “2005 Plan Year”), but who failed to execute and deliver a Supplemental Before-Tax Deposit Agreement to the Committee prior to the date specified by the Committee before the beginning of the 2005 Plan Year (individually, a “Special Election Participant” and, collectively, the “Special Election Participants”).

3. Special Provision. The following special provision shall apply to the Special Election Participants:

Special 2005 Election: Pursuant to and in accordance with Notice 2005-1 issued by the U.S. Treasury Department and the Internal Revenue Service, each Special Election Participant shall have the opportunity to execute and deliver to the Committee a Supplemental Before-Tax Deposit Agreement for the 2005 Plan Year to be applied only to Salary in excess of Code Section 401(a)(17) limitations, in any amount equal to at least one percent (1%), but not to exceed forty percent (40%), subject to the requirements specified in paragraphs 4 through 6 below.

4. Special Election Deadline. To be effective, a Supplemental Before-Tax Deposit Agreement referred to in paragraph 3 above must be executed and delivered to the Committee by the Special Election Participant on or before the date specified by the Committee that is after the Effective Date of this Supplement #1, but no later than March 15, 2005.

5. Special Salary Limitation. A Supplemental Before-Tax Deposit Agreement executed and delivered by a Special Election Participant pursuant to this Supplement #1 shall only apply to Salary of the Special Election Participant that has not been paid or become payable at the time the Special Election Participant executes and delivers such Supplemental Before-Tax Deposit Agreement.

6. Limitations on Supplement. Nothing in this Supplement #1 shall be construed to provide any Special Election Participant with any rights or benefits under the Plan other than those described in Paragraphs 3 through 5 above.

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SUPPLEMENT #2

Special 2005 Termination of Participation for Specified Employees

This Supplement #2 to the Northern Trust Corporation Supplemental Thrift-Incentive Plan, as amended and restated effective January 1, 2008 (the “Plan”), is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #2.

1. Effective Date. January 1, 2005.

2. Application. This Supplement #2 shall apply to any Participant who would be considered a “specified employee” as defined in proposed regulation section 1.409A-1(i) issued by the U.S. Treasury Department and the Internal Revenue Service; who terminates employment for any reason on or after the Effective Date of this Supplement #2 and on or before October 31, 2005 (individually, a “2005 Specified Employee Participant” and, collectively, the “2005 Specified Employee Participants”).

3. Special Provision. The following special provision shall apply to the 2005 Specified Employee Participants:

Special 2005 Termination of Participation: Pursuant to and in accordance with Notice 2005-1 and proposed regulations under Code section 409A issued by the U.S. Treasury Department and the Internal Revenue Service, each 2005 Specified Employee Participant shall be considered to have terminated participation in the Plan with respect to any amounts that would otherwise be subject to Code section 409A, effective as of the date such 2005 Specified Employee Participant terminated employment with the Company. Anything in the Plan to the contrary notwithstanding, such amounts shall be distributed in a lump sum distribution to such 2005 Specified Employee Participant no later than December 31, 2005, or the date such amounts become vested, if later.

6. Limitations on Supplement. Nothing in this Supplement #2 shall be construed to provide any 2005 Specified Employee Participant with any rights or benefits under the Plan other than those described in Paragraph 3 above.

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EX-10.(IX)

Exhibit 10(ix)

NORTHERN TRUST CORPORATION

DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2008)

INTRODUCTION

The Northern Trust Corporation Deferred Compensation Plan (the “Plan”) was established by Northern Trust Corporation, a Delaware corporation (the “Corporation”) effective as of May 1, 1998. The primary purpose of the Plan is to provide a select group of management or highly compensated employees of the Corporation (and its subsidiaries and affiliates) with the opportunity to voluntarily defer all or a portion of their Incentive Compensation (as defined in Article I below). The Plan is also intended to provide Participants in the Plan with the ability to save on a tax-deferred basis. The Corporation now hereby amends and restates the Plan, generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004, and to make certain other changes.

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1 “Assigned Base Salary” means the regular annual base wage rate of the Participant, excluding overtime wages or wages related to shift differential.

1.2 “Beneficiary” means any person eligible to receive a death benefit under the respective Incentive Compensation Plan as designated by the Participant or otherwise provided under such Incentive Compensation Plan, in the event of the death of the Participant.

1.3 “Board” means the Board of Directors of the Corporation.

1.4 A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) The election to the Board of Directors of the Corporation, without the recommendation or approval of two thirds of the incumbent Board of Directors of the Corporation, of the lesser of: (i) three directors; or (ii) directors constituting a majority of the number of directors of the

Corporation then in office, provided, however, that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or

(c) There is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; or

(d) The stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

For purposes of this Section 1.4 the following definitions shall apply:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which

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such Person has properly filed a Form 13-G; “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.6 “Committee” means the Employee Benefit Administrative Committee, which has the responsibility for administering various benefit plans of the Company, as constituted from time to time.

1.7 “Company” means The Northern Trust Company, an Illinois banking corporation; the Corporation; and such U.S. subsidiaries and affiliates of the Corporation as shall with the consent of the Board, adopt the Plan.

1.8 “Corporation” means Northern Trust Corporation, a Delaware corporation, and, to the extent provided in Section 8.8 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Corporation or a transfer or sale of substantially all of the assets of the Corporation.

1.09 “Deferred Compensation Account” means an individual bookkeeping account for each Participant established hereunder. Such account shall be valued no less frequently than annually on a date or dates determined by the Committee.

1.10 “Distribution Date” means the last business day of February of any Plan Year as provided under Section 5.1 of the Plan and as irrevocably set forth in each of the Participant’s Deferral Election forms.

1.11 “Effective Date” means January 1, 2008 for the amended and restated Plan. The original effective date of the Plan was May 1, 1998.

1.12 “409A Amount” means the portion of the Deferred Compensation Account of a Participant that is deferred in a taxable year beginning after December 31, 2004, as determined in accordance with Code Section 409A and applicable regulations promulgated thereunder and earnings attributable thereto. An amount is considered deferred on or before December 31, 2004 if on or before that date the Participant had a legally binding right to be paid the amount, and the right to the amount was earned and vested.

1.13 “Incentive Compensation” means cash compensation earned pursuant to the Incentive Compensation Plans.

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1.14 “Incentive Compensation Plans” means the Partners Incentive Plan, the Management Performance Plan and/or any other bonus program defined by the Company to be included.

1.15 “Initial Plan Year” means the eight-consecutive-month period commencing on the original Effective Date and ending on December 31, 1998.

1.16 “Investment Committee” means the Employee Benefit Investment Committee of the Company, as constituted from time to time, which has the investment responsibilities specifically allocated to it under the Plan.

1.17 “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Company’s Key Employees shall be identified annually pursuant to Section 5.7.

1.18 “Participant” means an employee of the Company (a) who resides in the United States or is a United States expatriate on temporary foreign assignment, (b) who is eligible to participate in the Plan in accordance with Article II and (c) who has a Deferred Compensation Account under the Plan; provided, that the following shall not be considered Participants: (i) an employee employed by any office or branch of the Company located in a foreign country who, as to the United States, is a nonresident alien, and (ii) an employee who (A) as to the United States, is a foreign national, (B) is working for the Company at a location located in the United States, and (C) is covered by a retirement plan sponsored by a non-U.S. affiliate of the Corporation in the country in which that affiliate is located.

1.19 “Pension Plan” means The Northern Trust Company Pension Plan, as amended from time to time.

1.20 “Plan” means the Northern Trust Corporation Deferred Compensation Plan, as amended from time to time.

1.21 “Plan Year” means the calendar year.

1.22 “Related Company” means any person with whom the Company is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Company would be considered a single employer under Code Section 414(c), substituting 50% for the 80% standard that would otherwise apply.

1.23 “Separation from Service” means that a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment will be deemed to occur when the Company and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Company after a certain date will permanently decrease to less than 50 percent of the average level of bona fide services performed by the Participant for the Company in the immediately preceding 36 months (or the full period of the Participant’s services to the Company if the Participant has been providing services to the Company for less than 36 months). The

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employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (a) only if there is a reasonable expectation that the Participant will return to active employment status, and (b) only to the extent that such leave of absence does not exceed 6 months, or, if longer, for so long as the Participant has a statutory or contractual right to reemployment. For purposes of this Section 1.23, references to the Company shall include the Company and all Related Companies.

ARTICLE II

ELIGIBILITY

2.1 Conditions for Deferrals for 1998 and 1999 Incentive Compensation Payments. For Incentive Compensation which otherwise would be paid during the 1998 or 1999 Plan Years, an employee of the Company who participates in an Incentive Compensation Plan and (i) whose Assigned Base Salary, determined as of April 1, 1998, is at least $100,000, or (ii) whose Assigned Base Salary determined as of April 1, 1998 plus Incentive Compensation paid under the Incentive Compensation Plans during the period commencing on April 1, 1997 and ending on March 31, 1998 is at least $150,000, shall be eligible to defer Incentive Compensation under the Plan.

2.2 Conditions for Deferrals in Subsequent Plan Years. For Plan Years subsequent to the Plan Years provided in Section 2.1, an employee of the Company who participates in an Incentive Compensation Plan and (i) whose Assigned Base Salary, determined as of November 15 immediately preceding the Participant’s deferral election made under Section 3.2 below, is at least $100,000 (or such other amount as the Committee from time to time determines) or (ii) whose Assigned Base Salary determined as of the November 15 immediately preceding the Participant’s deferral election made under Section 3.2 below plus Incentive Compensation paid under the Incentive Compensation Plan during the twelve-month period ending on March 31 immediately preceding such deferral election (regardless of deferral under this Plan), is at least $150,000 (or such other amount as the Committee from time to time determines), shall be eligible to defer Incentive Compensation under the Plan.

ARTICLE III

DEFERRAL OPPORTUNITY

3.1 Amount Which May Be Deferred. Each Participant may elect to defer all or a portion of his or her annual Incentive Compensation as determined by the Committee; provided, however, the amount of each deferral for each payment of Incentive Compensation shall be at least $2,500. Participants shall always be one hundred percent (100%) vested in the amount they defer.

3.2 Deferral Election. Participants shall make the election to defer Incentive Compensation under the Plan on a Deferral Election Form by such dates as the Committee from time to time establishes; provided, that any such election must be made on or before December 31 of the Participant’s taxable year preceding the taxable year in which the

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Participant performs the services that give rise to the Incentive Compensation to be deferred. Participants shall make the following determinations on each Deferral Election Form, which determinations shall become irrevocable on December 31 of the Plan Year in which the election is made (or such earlier date in that Plan Year as the Committee may determine):

(a) The amount to be deferred with respect to the Participant’s Incentive Compensation paid during the Plan Year for which the election applies, pursuant to the terms of Section 3.1 herein;

(b) The deferral period after which payments of deferred amounts commence (the “Deferral Period”), pursuant to the terms of Section 5.1 herein; and

(c) The form of the payment of the deferred amount, pursuant to the terms of Section 5.2 herein.

3.3 Partial Year Employment and Initial Election. An employee who commences employment with the Company after the beginning of a Plan Year shall not be permitted to make an election to defer Incentive Compensation with respect to such Plan Year. Further, an employee who commences employment with the Company after November 1 of any Plan Year (or such other date as the Company may determine in its sole discretion) shall not be eligible to defer Incentive Compensation in that Plan Year for the subsequent Plan Year under Section 2.2.

3.4 Disability or Other Absence. If the Participant experiences a disability, all previous Deferral Elections will remain in force unless the Committee, in its sole discretion, determines that the Participant has incurred an unforeseeable emergency pursuant to Section 5.3 of the Plan, in which case it will waive, upon the Participant’s request, such election(s). If the Participant takes a paid or unpaid leave of absence, all previous Deferral Elections will remain in full force.

ARTICLE IV

INVESTMENT OF DEFERRED INCENTIVE COMPENSATION

4.1 Investments. The Company shall contribute amounts allocated hereunder to the Deferred Compensation Accounts of Participants to a rabbi trust (“Trust”), to be invested in such manner as determined by the Investment Committee, consistent with the resolutions or actions of the Board or the Compensation and Benefits Committee of the Board establishing the Plan.

4.2 Participant Statements. Statements that identify the Participant’s Deferred Compensation Account balance shall be provided to Participants no less frequently than annually.

4.3 Minimum Rate of Investment Return. Following the date of a Change in Control, notwithstanding anything to the contrary herein, each Participant’s Deferred Compensation Account shall be credited with a minimum annual investment return with respect to any calendar year (or portion thereof) at least equal to the average yield (as determined at auction) with respect to the 52 week United States Treasury bills issued during the previous calendar year, plus 50 basis points.

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4.4 Valuation of Deferred Compensation Accounts. Participants’ Deferred Compensation Accounts shall be valued no less frequently than monthly.

ARTICLE V

DISTRIBUTIONS AND LIMITS ON DISTRIBUTIONS

5.1 Deferral Period. Pursuant to Section 3.2, each Participant shall irrevocably elect the Deferral Period for the Incentive Compensation payments deferred in any Plan Year; provided that the Deferral Period elected by a Participant shall be either a Short-Term Deferral (as provided under Section 5.1(a)) or a Retirement Deferral (as provided under Section 5.1(b)).

(a) If the Participant elects a Short-Term Deferral, payments under the Plan shall commence only in the form provided under Section 5.2(a) of this Plan on any Distribution Date elected by the Participant; provided that such Distribution Date shall be no earlier than the Distribution Date that is subsequent to three (3) Plan Years following the end of the Plan Year in which the Incentive Compensation would have otherwise been paid to the Participant.

(b) Subject to Section 5.6, if the Participant elects a Retirement Deferral, payments under the Plan shall commence following the Participant’s Separation from Service after reaching the Participant’s Normal, Early or Postponed Retirement date, as such dates are defined in the Pension Plan (“Retirement Date”), provided that payments under the Plan shall commence, as elected by the Participant, either (i) within sixty (60) days of the Participant’s Retirement Date or (ii) on the Distribution Date immediately following the Plan Year in which the Participant’s Retirement Date occurs (provided that payments must commence under (ii) if the Participant elects to receive the payments in the form provided under Section 5.2(b) of the Plan).

(c) Notwithstanding anything in the Plan to the contrary, Incentive Compensation paid after a Participant’s Retirement Date or other Separation from Service is not eligible for deferral and will not be deferred, regardless of the Participant’s prior Deferral Election.

(d) Notwithstanding any Deferral Period(s) elected by a Participant pursuant to Section 3.2(b) and this Section 5.1, and subject to Section 5.6, if at any time before the end of the elected Deferral Period,

(i) a Participant incurs a Separation from Service, such Participant shall be paid out of the Plan in one (1) lump sum in cash within sixty (60) days after such Separation from Service; or

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(ii)	(A)	with respect to a Participant’s 409A Amount, the Participant has been on disability leave for a period of six (6) months, such Participant’s 409A Amount shall be paid out of the Plan in one (1) lump sum in cash within sixty (60) days after such six (6) month disability period; and
	(B)	with respect to amounts in the Participant’s Deferred Compensation Account that are considered deferred on or before December 31, 2004, the Participant has been on disability leave for a period of twelve (12) months, such amounts shall be paid out of the Plan in one (1) lump sum in cash within sixty (60) days after such twelve (12) month disability period.

5.2 Payment of Deferred Amounts. Payment of a Participant’s Deferred Compensation Account under the Plan shall be made in cash in one of the following forms irrevocably elected by the Participant pursuant to Sections 3.2(b) and 5.1:

(a) Lump Sum Payment. Payments will be made in one (1) lump sum.

(b) Installment Payments. Payments will be made in either five (5) or ten (10) annual installments, as irrevocably elected by the Participant. Subject to Section 5.6, the initial payment shall be made on the Distribution Date following the Participant’s Retirement Date. The remaining installment payments shall be made in the form of cash each year thereafter (on each anniversary date of the initial payment), until the Participant’s entire Deferred Compensation Account has been paid. The amount of each installment payment shall be equal to the cash remaining in the Participant’s Deferred Compensation Account on the last business day of January immediately prior to each such payment, multiplied by a fraction, the numerator of which is one (1), and the denominator of which is the number of installment payments remaining.

All benefits hereunder shall be paid from the Trust, as further described in Article IV.

5.3 Unforeseeable Emergency. The Committee shall have the sole authority to alter the timing or manner of payment of amounts from a Participant’s Deferred Compensation Account in the event that the Participant establishes, to the satisfaction of the Committee that the Participant has experienced an unforeseeable emergency, as defined in Treas. Reg. §1.409A-3(i)(3)(i). In such event, the Committee may, upon the request of the Participant:

(a) Provide that all or a portion of the amount previously deferred by the Participant immediately shall be paid to the Participant in a lump sum payment; or

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(b) Provide that all or a portion of the installments payable over a period of time immediately shall be paid to the Participant in a lump sum payment.

However, the amount distributed pursuant to this Section 5.3 shall not exceed the amount that is reasonably necessary for the Participant to satisfy the emergency need at the time of distribution, as determined by the Committee in its sole discretion. In determining the amount reasonably necessary to satisfy a Participant’s emergency need, the Committee must take into account any additional compensation that is available to the Participant if the Committee has waived the Participant’s previous Deferral Elections upon the Participant’s request pursuant to Section 3.4.

The Committee shall determine whether the Participant has experienced an unforeseeable emergency based on the relevant facts and circumstances. An unforeseeable emergency will be deemed to exist in the event of an illness or accident of the Participant or the Participant’s dependent (as defined in Section 152(a) of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Participant’s property due to casualty, or other similar unforeseeable and extraordinary circumstances arising as a result of events beyond the control of the Participant. The Committee’s decision with respect to whether the Participant has experienced an unforeseeable emergency and the manner in which, if at all, the payment of deferred amounts shall be altered or modified, shall be final, conclusive, and not subject to appeal.

Notwithstanding anything in this Section 5.3 to the contrary, no amounts may be distributed on account of this Section 5.3 if such unforeseeable emergency may be relieved:

(i) Through reimbursement or compensation by insurance or otherwise;

(ii) By liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

(iii) By cessation of deferrals under the Plan.

5.4 Maximum Deductible Amount. An amount that would otherwise be paid from the Deferred Compensation Account of a Participant in a given Plan Year may be delayed to the extent that the Company reasonably anticipates that if the payment were made as scheduled the Company’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m). Amounts not paid as a result of the above limitation shall be paid in the earlier of (a) the Company’s first taxable year in which the Company reasonably anticipates that if the payment is made during such year the deduction of such payment will not be barred by application of Section 162(m), or (b) the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Company in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant’s Separation from Service.

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5.5 Death of Participant. A Participant, who at the time of his death is employed by the Company and who dies before a complete distribution of his Deferred Compensation Account has been made to him, shall have his Deferred Compensation Account distributed in cash in one (1) lump sum to his Beneficiary. Such distribution will be made within sixty (60) days following the Participant’s final wage payment following his death. A Participant, who at the time of his death is not employed by the Company and who dies before his entire Deferred Compensation Account has been paid to him, shall have his Deferred Compensation Account distributed to his Beneficiary in such manner as provided on his Deferral Election Form.

5.6 Limits on Distributions to Key Employees. Anything in the Plan to the contrary notwithstanding, including without limitation Section 5.3, if a Participant is a Key Employee, any distribution of a 409A Amount to such Participant due to the Participant’s Separation from Service that would otherwise be made during the six months following such Separation from Service shall be made six months and one day following such Separation from Service.

5.7 Annual Identification of Key Employees. The Specified Employee Identification Date, as defined in Treas. Reg. §1.409A-1(i)(3), to be used in determining Key Employees of the Company shall be September 30 of any Plan Year. The January 1 of the Plan Year next following that Plan Year shall be the Specified Employee Effective Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1 Terms Include Authorized Delegates. Where appropriate, the terms “Company,” “Corporation,” “Committee” or “Investment Committee” as used in this Plan shall also include any applicable subcommittee or any duly authorized delegate of the Company, the Corporation, the Committee or the Investment Committee, as the case may be. Such duly authorized delegate may be an individual or an organization within the Company, the Corporation, the Committee or the Investment Committee, or may be an unrelated third party individual or organization.

6.2 Authority of the Committees. The Committee shall administer the Plan and shall have full power to select employees for participation in the Plan and to determine the terms and conditions of each employee’s participation; to construe and interpret the Plan and any agreement or instrument entered into hereunder; and to establish, amend, or waive rules and regulations for the Plan’s administration. Further, the Committee shall have full power to make any other determination which may be necessary or advisable for the Plan’s administration. The Investment Committee shall have those powers set forth in Section 4.1 of the Plan.

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6.3 Decisions Binding. Subject to the provisions of Article VII, all determinations and decisions made by the Committee or the Investment Committee pursuant to the provisions of the Plan, and all related orders, resolutions or actions of the Board, the Compensation and Benefits Committee of the Board, the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or the duly authorized designee of either of the latter two individuals) shall be final, conclusive, and binding on all persons, including the Company, its stockholders, employees, Participants, and their estates and beneficiaries.

ARTICLE VII

AMENDMENT OR TERMINATION

7.1 Amendment or Termination. The Corporation has set no termination date for the Plan but reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable.

(a) Any such termination shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board if the Compensation and Benefits Committee is unavailable or unable to act for any reason) and shall be effective as of the date set forth in such resolution.

(b) Any such amendment shall be made in accordance with the following:

(i) material amendments to the Plan shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board, if the Compensation and Benefits Committee is unavailable or unable to act for any reason); and

(ii) (A) non-material or administrative amendments to the Plan or (B) any amendment to the Plan deemed required, authorized or desirable under applicable statutes, regulations or rulings, shall be made by action of either the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or either of their duly authorized designees).

7.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any deferred compensation held hereunder as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of amounts in a Participant’s Deferred Compensation Account shall be made to him or his Beneficiary in the manner and at the time described in Section 5 of the Plan. No additional credits shall be made to the Deferred Compensation Account of a

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Participant after termination of the Plan, but the Company shall continue to credit gains and losses attributable to investments made pursuant to Section 4.1 to such Deferred Compensation Account until the balance of such Account has been fully distributed to the Participant or his Beneficiary. Following a Change in Control, no amendment to the Plan shall directly or indirectly affect the minimum rate of investment return set forth in Section 4.3 hereof.

7.3 Amendments Necessary to Satisfy Code Section 409A. Anything in the preceding Sections 7.1 or 7.2 or elsewhere in the Plan to the contrary notwithstanding:

(a) the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

(b) the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Participant’s Rights Unsecured. If and to the extent amounts allocated hereunder to the Deferred Compensation Accounts of Participants are contributed by the Company to the Trust described in Section 4.1, benefits under the Plan shall be payable pursuant to the Trust Agreement. Pursuant to the Trust Agreement, all assets held thereunder shall remain subject to the claims of the general creditors of the Company. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and Trust Agreement and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan and Trust Agreement.

8.2 Tax Withholding. In connection with any deferral under the Plan, the Company shall have the right to withhold from nondeferred Incentive Compensation amounts or other compensation available at the time of the award an amount sufficient to satisfy the FICA tax withholding requirements applicable to such deferrals, or to require the Participant to remit to the Company an amount sufficient to satisfy the tax obligation. In connection with any distribution to the Participant of deferred Incentive Compensation, the Company shall have the right to withhold from such distribution an amount sufficient to satisfy Federal, State, and local tax withholding requirements applicable to such distributions.

8.3 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

8.4 No Enlargement of Employee Rights. No Participant shall have any right to receive a distribution of contributions made under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company.

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8.5 Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

8.6 Applicable Law. To the extent not preempted by Federal law, the Plan shall be construed and administered under the laws of the State of Illinois.

8.7 Incapacity of Recipient. If any benefit under the Plan shall be payable to a minor or a person not adjudicated incompetent but who, by reason of illness or mental or physical disability, is, in the opinion of the Committee, unable to properly manage his affairs, such benefit shall be paid in such of the following ways as the Committee deems best: (a) to the person directly; (b) in the case of a minor, to a custodian under any Uniform Gift to Minors Act for the person; or (c) to the person’s spouse, adult child or blood relative. Any benefit so paid shall be a complete discharge of any liability of the Company and the Plan therefor.

8.8 Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Corporation or by the merger or consolidation of the Corporation into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of Section 7.2.

8.9 Unclaimed Benefit. Each Participant shall keep the Committee informed of his current address and the current address of his designated Beneficiary. None of the Corporation, the Company or the Committee shall be obligated to search for the whereabouts of any person. If the Committee is unable to locate the Participant or any Beneficiary of the Participant, then none of the Corporation, the Company or the Plan shall have any further obligation to pay any benefit hereunder to such Participant or Beneficiary and such benefit shall be forfeited; provided, however, that if the Participant or Beneficiary makes a valid claim for any benefit that has been forfeited, the forfeited benefit shall be reinstated.

8.10 Electronic or Telephonic Notices. Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative rules prescribed by the Committee.

8.11 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, neither the Company, any member of the Committee or the Investment Committee nor

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any individual acting as an employee or agent of the Company, the Committee or the Investment Committee shall be liable to any Participant, former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

8.12 Gender; Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8.13 Compliance with Code Section 409A. The Plan is intended to comply in all applicable respects with the requirements of Code Section 409A and shall be construed and administered so as to comply with that Code section.

IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer this 12th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

NORTHERN TRUST CORPORATION
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and Human Resources Department Head

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SUPPLEMENT #1

Special 2005 Deferral Election Cancellations

This Supplement #1 to the Northern Trust Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2008 (the “Plan”), is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #1.

1. Effective Date. January 1, 2005.

2. Application. This Supplement #1 shall apply to:

(a) Any Participant who, prior to February 28, 2005, requested the cancellation of the Participant’s previous election to defer all or a portion of the cash award payment of Incentive Compensation scheduled to be made to the Participant on February 28, 2005;

(b) Any Participant who previously elected to defer all or a portion of the cash award payment of Incentive Compensation scheduled to be made to the Participant in the Plan Year beginning January 1, 2005 (the “2005 Plan Year”) and whose 2005 Plan Year payment schedule for such Incentive Compensation was changed from annual to quarterly after such deferral election had been made;

(individually, a “Special Election Cancellation Participant” and, collectively, the “Special Election Cancellation Participants”); and

(c) Any Participant who would be considered a “specified employee” as defined in proposed regulation section 1.409A-1(i) issued by the U.S. Treasury Department and the Internal Revenue Service; who terminates employment for any reason on or after the Effective Date of this Supplement #1 and on or before October 31, 2005 (individually, a “2005 Specified Employee Participant” and, collectively, the “2005 Specified Employee Participants”).

3. Special Provision. The following special provision shall apply to the Special Election Cancellation Participants:

Special 2005 Deferral Election Cancellation: Pursuant to and in accordance with Notice 2005-1 and proposed regulations under Code section 409A issued by the U.S. Treasury Department and the Internal Revenue Service, each Special Election Cancellation Participant shall have the opportunity to cancel a previous election to defer all or a portion of the cash award payment of Incentive Compensation for the 2005 Plan Year described in Paragraph 2(a) or (b) above, by executing and delivering to the Company a cancellation of the Participant’s previous election to defer, in the form prescribed by the Company, subject to the requirements specified in paragraphs 4 and 6 below. Any amount the deferral of which is cancelled in accordance with this Paragraph 3 shall be distributed no later than December 31, 2005, or the date such amount becomes vested, if later.

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4. Special Election Deadline. To be effective, the election cancellation referred to in Paragraph 3 above must be executed and delivered to the Company by the Special Election Cancellation Participant on or before the date specified by the Company that is after the Effective Date of this Supplement #1, but no later than December 1, 2005.

5. Special Provision. The following special provision will apply to the 2005 Specified Employee Participants:

Special 2005 Termination of Participation: Pursuant to and in accordance with Notice 2005-1 and proposed regulations under Code section 409A issued by the U.S. Treasury Department and the Internal Revenue Service, each 2005 Specified Employee Participant shall be considered to have terminated participation in the Plan with respect to any amounts that would otherwise be subject to Code section 409A, effective as of the date such 2005 Specified Employee Participant terminated employment with the Company. Anything in the Plan to the contrary notwithstanding, such amounts shall be distributed in a lump sum distribution to such 2005 Specified Employee Participant no later than December 31, 2005, or the date such amounts become vested, if later.

6. Limitations on Supplement. Nothing in this Supplement #1 shall be construed to provide any Special Election Cancellation Participant or 2005 Specified Employee Participant with any rights or benefits under the Plan other than those described in Paragraphs 3 through 5, as applicable, above.

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EX-10.(XI).(2)

Exhibit 10(xi)(2)

SECOND AMENDMENT TO LEASE

This SECOND AMENDMENT TO LEASE ( this “Agreement”) is made and entered into as of the 13th day of April, 2005 between 181 WEST MADISON L.P., a Delaware limited partnership (“Landlord”), successor to Davis West Madison LLC (“Former Landlord”), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Tenant”), with reference to the following:

R E C I T A L S:

A. LaSalle Bank National Association, as successor trustee to American National Bank and Trust Company of Chicago, as Trustee under Trust Agreement dated April 5, 1990 and known as Trust No. 110513-07 (“Original Landlord”), as landlord, and Tenant, as tenant, heretofore entered into a certain lease dated as of November 29, 2000 (the “Original Lease”), for certain premises (the “Premises”) in a building located on the real estate commonly known as 181 West Madison Street, Chicago, Illinois (the “Building”), as more particularly set forth in the Original Lease.

B. Original Landlord and Tenant heretofore modified the Original Lease by entering into those certain agreements listed on Exhibit C attached to and made a part of the Original Lease (each of such agreement being herein referred to as a “Letter Agreement” and all of such agreements collectively being referred to herein as the “Letter Agreements”). Former Landlord and Tenant heretofore entered into that certain First Amendment to Lease dated July 11, 2002 (the “First Amendment to Lease”). The Original Lease, as modified by the Letter Agreements and the First Amendment to Lease, is herein referred to as the “Lease.”

C. Landlord has succeeded to all of Original Landlord’s and Former Landlord’s right, title and interest in and to the Lease.

D. Tenant is prepared to exercise its right to reduce the Premises in size pursuant to Section 45 of the Lease by deleting the full 19^th Floor (the “Excluded 19^th Floor Premises”) in the Building from the Premises, effective July 1, 2007, and is also prepared to yield up possession of the Excluded 19^th Floor Premises in advance of July 1, 2007, provided Landlord will agree to waive and release in full Tenant’s obligation to pay the second one-half ( ¹/2) of the Contraction Fee, as that term is defined in the Lease, applicable to the 19^th Floor (the Contraction Fee applicable to the Excluded 19^th Floor Premises, being referred to herein as the “19^th Floor Contraction Fee”). A copy of Tenant’s intended Notice of Exercise of its Right of Contraction pertaining to the Excluded 19^th Floor Premises is attached to and made a part of this Agreement as Exhibit A.

E. Tenant is prepared to exercise its right to reduce the Premises in size pursuant to Section 45 of the Lease by deleting the full 18^th Floor (the “Excluded 18^th Floor Premises”) in the Building from the Premises, effective July 1, 2011, and is also prepared to yield up possession of the Excluded 18^th Floor Premises in advance of July 1, 2011, provided Landlord will agree to waive and release in full Tenant’s obligation to pay the second one-half ( ¹/2) of the Contraction Fee, as that term is defined in the Lease, applicable to the Excluded 18^th Floor Premises (the Contraction Fee applicable to the Excluded 18^th Floor Premises being referred to herein as the “18^th Floor Contraction Fee”). A copy of Tenant’s intended Notice of Exercise of its Right of Contraction pertaining to the Excluded 18^th Floor Premises is attached to and made a part of this Agreement as Exhibit B.

F. Landlord and Tenant have agreed to resolve certain disputes between them about the accuracy of payments made by Tenant toward Tenant’s Proportionate Share of Operating Expenses for 2003.

G. All capitalized terms included in this Agreement shall have the identical meanings ascribed to them in the Original Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Incorporation. The Recital paragraphs set forth above are hereby incorporated herein as if fully set forth herein.

2. Contraction of 19^th Floor.

(a) If Tenant exercises its right to reduce the Premises in size by deleting the Excluded 19^th Floor Premises pursuant to a written notice in the form of Exhibit A (the “19^th Floor Contraction Notice”) and otherwise in compliance with the requirements of Section 45 of the Lease, including without limitation, the payment to Landlord on exercise of the Contraction Option of the first one-half of the 19^th Floor Contraction Fee as defined in and in accordance with, the provisions contained in Section 45 of the Lease, then Landlord and Tenant agree as follows:

(i) Tenant shall continue to pay Rent and the other charges as and when due and payable under the Lease applicable to the Excluded 19^th Floor Premises to and including June 30, 2007 notwithstanding (1) Tenant’s exercise of its right to reduce the Premises by deleting the Excluded 19^th Floor Premises, (2) Landlord’s exercise of its right to require Tenant to deliver possession of the Excluded 19^th Floor Premises to Landlord prior to June 30, 2007, as provided in (b) below, and (3) Landlord’s entering into a lease with another party for all or any portion of the Excluded 19^th Floor Premises with a term commencing prior to July 1, 2007; and

(ii) The 19^th Floor Contraction Fee is estimated, as of the date hereof, to be $997,123.55 (the “Estimated 19^th Floor Contraction Fee”). (The calculation of the Estimated 19^th Floor Contraction Fee is shown on Exhibit D attached hereto.) Accordingly, if Tenant delivers the 19^th floor Contraction Notice, the payment of one-half of the 19^th Floor Contraction Fee to be made by Tenant concurrently with the delivery of such Contraction Notice shall be equal to $498,561.78. Landlord and Tenant hereby agree to recalculate the actual 19^th Floor Contraction Fee in accordance with the terms of Section 45 of the Lease on or about May 1, 2007. If one-half of the 19^th Floor Contraction Fee, as so recalculated, exceeds one-half of the Estimated 19^th Floor Contraction Fee, Tenant shall, within thirty (30) days after the date of such

2

recalculation, pay to Landlord the amount of such excess. If one-half of the 19^th Floor Contraction Fee, as so recalculated, is less than one-half of the Estimated 19^th Floor Contraction Fee, Landlord shall, within thirty (30) days after the date of such recalculation, refund to Tenant the difference. If Landlord fails to refund such difference to Tenant within such thirty (30) day period, then Tenant may send Landlord a written demand for such refund, and if Landlord fails to pay such refund within ten (10) days after Landlord’s receipt of such written demand, Tenant shall be entitled to set off the amount of such refund against the rent next accruing under the Lease. Unless payment of the second half of the 19^th Floor Contraction Fee is waived as provided in this Section 2, the amount of the second half of the 19^th Floor Contraction Fee shall be one-half of the 19^th Floor Contraction Fee, as so recalculated.

(b) If Landlord, in its sole and absolute discretion, and irrespective of whether or not Tenant has delivered the 19^th Floor Contraction Notice, enters into a lease for all or a portion of the Excluded 19^th Floor Premises with a tenant acceptable to Landlord for a term commencing prior to July 1, 2007 and otherwise on terms satisfactory to Landlord in its sole and absolute discretion, and Landlord gives Tenant written notice (the “19^th Floor Early Possession Notice”) that such lease has been executed and delivered and that Tenant must deliver to Landlord possession of the Excluded 19^th Floor Premises on a date specified by Landlord (the “19^th Floor Specified Date ”) occurring on or before June 30, 2007, then (i) Tenant shall deliver possession of the Excluded 19^th Floor Premises to Landlord in its “as is” condition on the 19^th Floor Specified Date, and (ii) Tenant shall continue to pay Rent and other charges as and when due and payable under the Lease applicable to the Excluded 19^th Floor Premises to and including June 30, 2007 notwithstanding (1) Landlord’s delivery of the 19^th Floor Early Possession Notice, or (2) Landlord’s entry into a Lease with another party for all or any portion of the Excluded 19^th Floor Premises with a term commencing prior to July 1, 2007. The 19^th Floor Specified Date shall be no sooner than two (2) business days after the date the 19^th Floor Early Possession Notice is delivered to Tenant.

(c) If Landlord delivers the 19^th Floor Early Possession Notice and Tenant so surrenders possession of the Excluded 19^th Floor Premises to Landlord by the 19^th Floor Specified Date and otherwise performs its obligations with respect to the exercise of the Contraction Option relating to the Excluded 19^th Floor Premises (including, without limitation, the payment of Rent and other charges as and when payable under the Lease applicable to the Excluded 19^th Floor Premises to and including June 30, 2007), then Landlord agrees that Tenant’s obligation to pay the second one-half ( ¹/2) of the 19^th Floor Contraction Fee shall be waived and released in full and of no further force and effect. If Landlord does not deliver the 19^th Floor Early Possession Notice, or if Tenant does not perform its obligations as set forth in the immediately preceding sentence, then Tenant shall remain obligated to pay the second one-half of the 19^th Floor Contraction Fee.

(d) If Tenant delivers the 19^th Floor Contraction Notice or Landlord delivers the 19^th Floor Early Possession Notice, then, (1) effective as of the date of delivery of either such notice, the Second Expansion Option (as defined in Section 52 of the Original Lease) shall be deemed terminated, void and without further force or effect, Tenant’s exercise of its Contraction Option

3

for the Exclusion Date of July 1, 2007 shall be deemed exercised, and the 19^th Floor of the Building shall no longer be deemed part of the First Offer Space (as defined in Section 51 of the Original Lease), and (2) Landlord and Tenant shall promptly enter into an amendment to the Lease to reflect the termination of the Lease with respect to the Excluded 19^th Floor Premises.

(e) Section 48A(iv) of the Original Lease, as amended by Section 3 of the First Amendment to Lease, grants Tenant an allowance (the “19^th Floor Put Space Allowance”) of up to $774,655.00 (i.e., $35.00 per square foot of Rentable Area of the portion of the Premises located on the 19^th Floor of the Building) to reimburse Tenant for certain tenant improvement costs incurred by Tenant in connection with such portion of the Premises, as more particularly described in such Section 48A(iv) of the Original Lease. Landlord acknowledges that, as of the date of this Amendment, Landlord has not disbursed any portion of the 19^th Floor Put Space Allowance. Landlord hereby agrees that if the Lease with respect to the Excluded 19^th Floor Premises terminates as provided above in this Section 2 before all of the 19^th Floor Put Space Allowance has been disbursed to Tenant, any portion of the 19^th Floor Put Space Allowance not so disbursed shall, so long as Tenant is not then in default under the Lease beyond applicable periods of notice and cure, be available to be disbursed to Tenant in accordance with the terms of Section 48A(iv) of the Original Lease for tenant improvement work performed by Tenant in other portions of the Premises.

3. Contraction of 18^th Floor.

(a) If Tenant exercises its right to reduce the Premises in size by deleting the Excluded 18^th Floor Premises pursuant to a written notice in the form of Exhibit B (the “18^th Floor Contraction Notice”) and otherwise in compliance with the requirements of Section 45 of the Lease, including without limitation, the payment to Landlord on exercise of the Contraction Option of the first one-half of the 18^th Floor Contraction Fee as defined in and in accordance with, the provisions contained in Section 45 of the Lease, then Landlord and Tenant agree as follows:

(i) Tenant shall continue to pay Rent and the other charges as and when due and payable under the Lease applicable to the Excluded 18^th Floor Premises to and including June 30, 2011 notwithstanding (1) Tenant’s exercise of its right to reduce the Premises by deleting the Excluded 18^th Floor Premises, (2) Landlord’s exercise of its right to require Tenant to deliver possession of the Excluded 18^th Floor Premises to Landlord prior to June 30, 2011, as provided in (b) below, and (3) Landlord’s entering into a lease with another party for all or any portion of the Excluded 19^th Floor Premises with a term commencing prior to July 1, 2011; and

(ii) The 18^th Floor Contraction Fee is estimated, as of the date hereof, to be $1,079,186.84 (the “Estimated 18^th Floor Contraction Fee”). (The calculation of the Estimated 18^th Floor Contraction Fee is shown on Exhibit D attached hereto.) Accordingly, if Tenant delivers the 18^th Floor Contraction Notice, the payment of one-half of the 18^th Floor

4

Contraction Fee to be made by Tenant concurrently with the delivery of such 18^th Floor Contraction Notice shall be equal to $539,593.42. Landlord and Tenant hereby agree to recalculate the actual 18^th Floor Contraction Fee in accordance with the terms of Section 45 of the Lease on or about May 1, 2011. If one-half of the 18^th Floor Contraction Fee, as so recalculated, exceeds one-half of the Estimated 18^th Floor Contraction Fee, Tenant shall, within thirty (30) days after the date of such recalculation, pay to Landlord the amount of such excess. If one-half of the Contraction Fee applicable to the Excluded 18^th Floor Premises, as so recalculated, is less than one-half of the Estimated 18^th Floor Contraction Fee, Landlord shall, within thirty (30) days after the date of such recalculation, refund to Tenant the difference. If Landlord fails to refund such difference to Tenant within such thirty (30) day period, then Tenant may send Landlord a written demand for such refund, and if Landlord fails to pay such refund within ten (10) days after Landlord’s receipt of such written demand, Tenant shall be entitled to set off the amount of such refund against the rent next accruing under the Lease. Unless payment of the second half of the 18^th Floor Contraction Fee is waived as provided in this Section 3, the amount of the second half of the 18^th Floor Contraction Fee shall be one-half of the 18^th Floor Contraction Fee, Floor Premises as so recalculated.

(b) If Landlord, in its sole and absolute discretion, enters into a lease for all or a portion of the Excluded 18^th Floor Premises with a tenant acceptable to Landlord for a term commencing prior to July 1, 2011 and otherwise on terms satisfactory to Landlord in its sole and absolute discretion, and Landlord gives Tenant written notice (the “18^th Floor Early Possession Notice”) that such lease has been executed and delivered and that Tenant must deliver to Landlord possession of the Excluded 18^th Floor Premises on a date specified by Landlord (the “18^th Floor Specified Date”) occurring on or before June 30, 2011, then (i) Tenant shall deliver possession of the Excluded 18^th Floor Premises to Landlord in its “as is” condition on the 18^th Floor Specified Date, and (ii) Tenant shall continue to pay Rent and other charges as and when due and payable under the Lease applicable to the Excluded 18^th Floor Premises to and including June 30, 2011 notwithstanding (1) Landlord’s delivery of the 18^th Floor Early Possession Notice, or (2) Landlord’s entry into a Lease with another party for all or any portion of the Excluded 18^th Floor Premises with a term commencing prior to July 1, 2011. The 18^th Floor Specified Date shall be no sooner than two (2) business days after the date the Early Possession Notice is delivered to Tenant; and

(c) If Landlord delivers the 18^th Floor Early Possession Notice and Tenant so surrenders possession of the Excluded 18^th Floor Premises to Landlord by the 18^th Floor Specified Date and otherwise performs its obligations with respect to the exercise of the Contraction Option relating to the Excluded 18^th Floor Premises (including, without limitation, the payment of Rent and other charges as and when payable under the Lease applicable to the Excluded 18^th Floor Premises to and including June 30, 2011), then Landlord agrees that Tenant’s obligation to pay the second one-half ( ¹/2) of the 18^th Floor Contraction Fee shall be waived and released in full and of no further force and effect. If Landlord does not deliver the 18^th Floor Early Possession Notice, or if Tenant does not perform its obligations as set forth in the immediately preceding sentence, then Tenant shall remain obligated to pay the second one-half of the 18^th Floor Contraction Fee.

5

(d) If Tenant delivers the 18^th Floor Contraction Notice, or if Landlord delivers the 18^th Floor Early Possession Notice, then, (1) effective as of the date of delivery of either such notice, the Third Expansion Option (as defined in Section 52 of the Original Lease) shall be deemed terminated, void and without further force or effect, Tenant’s exercise of its Contraction Option for the Exclusion Date of July 1, 2011 shall be deemed exercised, and the 18^th Floor of the Building shall no longer be deemed part of the First Offer Space (as defined in Section 51 of the Original Lease), and (2) Landlord and Tenant shall promptly enter into an amendment to the Lease to reflect the termination of the Lease with respect to the Excluded 18^th Floor Premises.

(e) Section 48A(iv) of the Original Lease, as amended by Section 3 of the First Amendment to Lease, grants Tenant an allowance (the “18^th Floor Put Space Allowance”) of up to $746,585.00 (i.e., $35.00 per square foot of Rentable Area of the portion of the Premises located on the 18^th Floor of the Building) to reimburse Tenant for certain tenant improvement costs incurred by Tenant in connection with such portion of the Premises, as more particularly described in such Section 48A(iv) of the Original Lease. Landlord acknowledges that, as of the date of this Amendment, Landlord has not disbursed any portion of the 18^th Floor Put Space Allowance. Landlord hereby agrees that if the Lease with respect to the Excluded 18^th Floor Premises terminates as provided above in this Section 3 before all of the 18^th Floor Put Space Allowance has been disbursed to Tenant, any portion of the 18^th Floor Put Space Allowance not so disbursed shall, so long as Tenant is not then in default under the Lease beyond applicable periods of notice and cure, be available to be disbursed to Tenant in accordance with the terms of Section 48A(iv) of the Original Lease for tenant improvement work performed by Tenant in other portions of the Premises.

4. Expansion Space. The second sentence of Section 4A of the First Amendment is hereby deleted in its entirety and replaced with the following: “In lieu thereof, and notwithstanding anything to the contrary contained in said Section 52, Landlord, within ten (10) days following its receipt of written notice from Tenant of Tenant’s exercise of the applicable Expansion Option, shall designate a floor of the Building (on any of the 17^th through 39^th floors of the Building, both inclusive) which will serve as the applicable Expansion Space and the date upon which Landlord will make such Expansion Space available to Tenant notwithstanding the Expansion Space Commencement Date set forth in the Original Lease.”

5. Right of First Offer to Lease. Tenant hereby agrees that, effective as of the date hereof, the 38^th Floor of the Building shall no longer be included in the First Offer Space, as defined in Section 51 of the Original Lease.

6. Tenant’s Proportionate Share of Operating Expenses.

(a) Landlord hereby agrees to credit for the account of Tenant against the next payments of Rent due under the Lease, the amount of $245,104.00 (the “Rent Credit”), as a full and complete settlement of Tenant’s claims that it overpaid Tenant’s Proportionate Share of Operating Expenses for Calendar Year 2003. Such agreement by Landlord is not intended to be, and shall not be construed as being, an admission that Landlord overcharged Tenant for Tenant’s Proportionate Share of Operating Expenses for Calendar Year 2003 or any other Calendar Year.

6

(b) Tenant, for itself, and for its successors and assigns, in consideration of the Rent Credit and Landlord’s other agreements in this Section 6, hereby waives its right to dispute the accuracy of any payments made by Tenant toward Tenant’s Proportionate Share of Operating Expenses for any period prior to January 1, 2004, including, without limitation, any claim against Landlord as a result of alleged overcharges of Tenant’s share of 2003 Operating Expenses identified in connection with the audit of Landlord’s Operating Expenses for the Calendar Year 2003 conducted by Tenant’s agent, The Robert Thomas Group, as set forth in detail in that certain letter from The Robert Thomas Group dated September 28, 2004 addressed to Andrew Bartucci, General Manager of MB Real Estate, which is attached to and made a part of this Agreement as Exhibit E (the “Audit”). Landlord and Tenant agree that the calculation shown on Exhibit F is an accurate “gross up” of Operating Expenses for 2003.

(c) Effective as of January 1, 2004, and continuing for the remainder of the Term of the Lease, Operating Expenses under the Lease shall be “grossed up” in accordance with the example shown on Exhibit G attached hereto.

(d) Tenant shall keep the terms of this Section 6 and the Audit confidential and shall not disclose such terms or the Audit to any other party, except for Tenant’s employees and professional advisors who have a business need to know of such terms or the Audit, and Tenant shall cause its employees and professional advisors to keep such terms and the Audit confidential and to not disclose them to others.

7. Integration of Lease and Controlling Language. This Agreement and the Lease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Lease, the terms and provisions of this Agreement, in all instances, shall control and prevail.

8. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid of unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such illegal, invalid or unenforceable provision did not exist herein.

9. Entire Agreement. This Agreement and the Lease contain the entire integrated agreement between the parties respecting the subject matter of this Agreement and the Lease and supersede all prior and contemporaneous understandings and agreements, other than the Lease, between the parties respecting the subject matter of this Agreement and the Lease. There are no representations, agreements, arrangements or understandings, oral or in writing, between or among the parties to this Agreement relating to the subject matter of this Agreement or the Lease which are not fully expressed in this Agreement and the Lease, and no party hereto has relied upon any other such representations, agreements, arrangements or understandings. The terms of this Agreement and the Lease are intended by the parties as the final expression of their agreement with respect to those terms and may not be contradicted by evidence or any prior agreement or of any contemporaneous agreement. The parties further intend that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

7

10. Successors and Assigns. Each provision of the Lease and this Agreement shall extend to and shall bind and inure to the benefit of Landlord and Tenant, their respective legal representatives, successors and assigns.

11. Time of the Essence. Time is of the essence of this Agreement and the Lease and each provision hereof.

12. Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument.

13. Authority. Landlord and Tenant each represent and warrant that it has full authority to execute and deliver this Agreement.

14. Ratification. Except as amended and modified hereby, the Lease shall be and shall remain unchanged and in full force and effect in accordance with its terms, and, as the Lease is amended and modified hereby, the Lease is hereby ratified, adopted and confirmed.

15. Limitation of Landlord’s Liability. The obligations of Landlord under the Lease as amended by this Amendment do not constitute personal obligations of the individual partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, and Tenant shall not seek recourse against the partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, or any of their personal assets for satisfaction of any liability with respect to the Lease as amended by this Amendment. In the event of any default by Landlord under the Lease as amended by this Amendment, Tenant’s sole and exclusive remedy shall be against Landlord’s interest in the Building and the real property on which it is located. The provisions of this paragraph are not designed to relieve Landlord from the performance of any of its obligations hereunder, but rather to limit Landlord’s liability in the case of the recovery of a judgment against it, as aforesaid, nor shall any of the provisions of this paragraph be deemed to limit or otherwise affect Tenant’s right to obtain injunctive relief or specific performance or availability of any other right or remedy which may be accorded Tenant by law or the Lease. In the event of sale or other transfer of Landlord’s right, title and interest in the Building, Landlord shall be released from all liability and obligations thereafter accruing under the Lease as amended by this Amendment; provided, that this paragraph shall inure to the benefit of any such purchaser or transferee.

[SIGNATURE PAGE FOLLOWS]

8

IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment to Lease as of the day and year first above written.

LANDLORD:				TENANT:
181 WEST MADISON L.P., a Delaware limited partnership				THE NORTHERN TRUST COMPANY, an Illinois banking corporation
By:	Provictor Property Fund VII Management, Inc., a Georgia corporation, its general partner			By:	/s/ E. Paul Dunn
					Print Name:	E. Paul Dunn
	By:	/s/ Robert T. Sorrentino			Title:	Senior Vice President
		Print Name:	Robert T. Sorrentino
		Title:	Vice President

9

EXHIBIT A

NOTICE OF EXERCISE OF TENANT’S RIGHT

OF CONTRACTION PERTAINING TO 19TH FLOOR,

AT 181 WEST MADISON STREET, CHICAGO, ILLINOIS

                    , 200    

VIA FEDERAL EXPRESS

181 West Madison L.P.

c/o MB Real Estate

181 West Madison Street

Chicago, Illinois 60602

Gentlemen:

The Northern Trust Company (“Tenant”) and 181 West Madison L.P. (“Landlord”) are parties to a Lease dated November 21, 2000 as amended (“Lease”) for office space (“Premises”) in the Office Building (“Building”) located on the real estate commonly known as 181 West Madison Street, Chicago, Illinois.

Tenant hereby gives notice to Landlord pursuant to Section 45 of the Lease (captioned, “Contraction Option”) of Tenant’s exercise of its right to reduce the Premises in size by deleting the full 19^th Floor (“Excluded Premises”) in the Building from the Premises, effective the first listed Exclusion Date, which is July 1, 2007.

Pursuant to Paragraph E. of Section 45 of the Lease and Section 2 to the Second Amendment to Lease dated April         , 2005 (the “Second Amendment”), Tenant hereby tenders to Landlord with this Notice, its check payable to Landlord in the amount of $498,561.78 which amount represents Tenant’s computation of one-half (1/2) of the Contraction Fee to be paid to Landlord on Tenant’s exercise of its Contraction Option and is subject to adjustment as provided in Section 2 of the Second Amendment. The computation was prepared in accordance with the provisions set forth in Paragraph E. of Section 45 of the Lease.

Please acknowledge receipt of this Notice of Exercise and the check referred to therein by your signature on the duplicate copy of the Notice of Exercise enclosed.

A-1

			Very truly yours,
			THE NORTHERN TRUST COMPANY
			By:
ACKNOWLEDGED AS OF THIS                             , 200        .				Its:
181 WEST MADISON L.P., a Delaware limited partnership
By:	Provictor Property Fund VII Management, Inc., a Georgia corporation, its general partner
	By:
		Name:
		Title:

A-2

EXHIBIT B

NOTICE OF EXERCISE OF TENANT’S RIGHT

OF CONTRACTION PERTAINING TO 18TH FLOOR,

AT 181 WEST MADISON STREET, CHICAGO, ILLINOIS

                    , 200    

VIA FEDERAL EXPRESS

181 West Madison L.P.

c/o MB Real Estate

181 West Madison Street

Chicago, Illinois 60602

Gentlemen:

The Northern Trust Company (“Tenant”) and 181 West Madison L.P. (“Landlord”) are parties to a Lease dated November 21, 2000 as amended (“Lease”) for office space (“Premises”) in the Office Building (“Building”) located on the real estate commonly known as 181 West Madison Street, Chicago, Illinois.

Tenant hereby gives notice to Landlord pursuant to Section 45 of the Lease (captioned, “Contraction Option”) of Tenant’s exercise of its right to reduce the Premises in size by deleting the full 18^th Floor (“Excluded Premises”) in the Building from the Premises, effective the second listed Exclusion Date, which is July 1, 2011.

Pursuant to Paragraph E. of Section 45 of the Lease and Section 3 to the Second Amendment to Lease dated April         , 2005 (the “Second Amendment”), Tenant hereby tenders to Landlord with this Notice, its check payable to Landlord in the amount of $539,593.42 which amount represents Tenant’s computation of one-half (1/2) of the Contraction Fee to be paid to Landlord on Tenant’s exercise of its Contraction Option and is subject to adjustment as provided in Section 3 of the Second Amendment. The computation was prepared in accordance with the provisions set forth in Paragraph E. of Section 45 of the Lease.

Please acknowledge receipt of this Notice of Exercise and the check referred to therein by your signature on the duplicate copy of the Notice of Exercise enclosed.

B-1

			Very truly yours,
			THE NORTHERN TRUST COMPANY
			By:
ACKNOWLEDGED AS OF THIS                             , 200        .				Its:
181 WEST MADISON L.P., a Delaware limited partnership
By:	Provictor Property Fund VII Management, Inc., a Georgia corporation, its general partner
	By:
		Name:
		Title:

B-2

EXHIBIT C

THE LETTER AGREEMENTS

1. Letter dated May 15, 2001 re: Special Tenant Fee

2. Letter dated April 26, 2001 re: Termination of right to purchase

3. Letter dated April 4, 2001 re: Revising Exhibit II base rent

4. Letter dated March 30, 2001 re: Notice of Landlord intent to sell Building

5. Letter dated April 27, 2001 re: Change in put space

6. Letter dated March 15, 2001 re: Right of First Offer 22nd and 26th floors

7. Letter dated December 21, 2000 re: Right of First Offer suite 2135

8. License Agreement dated February 2, 1994 - ATM

9. License Agreement dated March 25, 1998 - Antenna

10. Letter dated July 2, 2001 re: Right of First Offer suite 3650

11. Letter dated July 27, 2001 re: Right of First Offer suite 3525

12. Letter dated August 3, 2001 re: Approval of payment for 23rd floor Tenant Improvement

13. Letter dated October 22, 2001 re: Right of First Offer Suite 3850

14. Letter dated October 11, 2002 re Operating Audit 2001

15. Letter dated November 4, 2002 re Right of First Offer suite 3800

16. Letter dated August 21, 2003 re Operating Audit 2002

17. Letter dated February 24, 2004 Right of First Offer Suite 3610

18. Letter dated March 24, 2004 35th floor Right of First Offer

C-1

EXHIBIT D

CALCULATION OF ESTIMATED CONTRACTION FEES

19th floor				Jul-07		Aug-07		Sep-07		Oct-07		Nov-07		Dec-07		Jan-08		Feb-08		Mar-08		Apr-08		May-08		Jun-08
RSF		22,133
Base rent		21.75		$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06	$	40,116.06
Special Tenant fee 4/1/07 -3/31/08	$	4.11		$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82	$	7,586.82
Special Tenant fee 4/1/08 -3/31/09	$	4.86																				$	8,967.92	$	8,967.92	$	8,967.92
OpEx 7/1/07- 12/31/07	$	14,419.31		$	14,419.31	$	14,419.31	$	14,419.31	$	14,419.31	$	14,419.31	$	14,419.31
RE Tax 7/1/07- 12/31/07	$	20,108.25		$	20,108.25	$	20,108.25	$	20,108.25	$	20,108.25	$	20,108.25	$	20,108.25
OpEx 1/1/08- 6/30/08	$	14,851.88														$	14,851.88	$	14,851.88	$	14,851.88	$	14,851.88	$	14,851.88	$	14,851.88
RE Tax 1/1/08- 6/30/08	$	20,711.50														$	20,711.50	$	20,711.50	$	20,711.50	$	20,711.50	$	20,711.50	$	20,711.50
TOTAL Monthly				$	82,230.44	$	82,230.44	$	82,230.44	$	82,230.44	$	82,230.44	$	82,230.44	$	83,266.27	$	83,266.27	$	83,266.27	$	84,647.37	$	84,647.37	$	84,647.37
TOTAL FOR 12 Months				$	997,123.55
one half due				$	498,561.78
Bldg RSF		918,555.0
prorata share		2.4095	%
18th floor				Jul-11		Aug-11		Sep-11		Oct-11		Nov-11		Dec-11		Jan-12		Feb-12		Mar-12		Apr-12		May-12		Jun-12
RSF		21,331
Base rent		21.75		$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44	$	38,662.44
Special Tenant fee 4/1/011 -3/31/11	$	7.25		$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56	$	12,880.56
Special Tenant fee 4/1/12 -3/31/12	$	8.09																				$	14,378.67	$	14,378.67	$	14,378.67
OpEx 7/1/0/11- 12/31/11	$	15,640.99		$	15,640.99	$	15,640.99	$	15,640.99	$	15,640.99	$	15,640.99	$	15,640.99
RE Tax 7/1/11- 12/31/11	$	21,811.93		$	21,811.93	$	21,811.93	$	21,811.93	$	21,811.93	$	21,811.93	$	21,811.93
OpEx 1/1/12- 6/30/12	$	16,110.22														$	16,110.22	$	16,110.22	$	16,110.22	$	16,110.22	$	16,110.22	$	16,110.22
RE Tax 1/1/12- 6/30/12	$	22,466.29														$	22,466.29	$	22,466.29	$	22,466.29	$	22,466.29	$	22,466.29	$	22,466.29
TOTAL Monthly				$	88,995.91	$	88,995.91	$	88,995.91	$	88,995.91	$	88,995.91	$	88,995.91	$	90,119.50	$	90,119.50	$	90,119.50	$	91,617.62	$	91,617.62	$	91,617.62
TOTAL FOR 12 Months				$	1,079,186.84
one half due				$	539,593.42
Bldg RSF		918,555.0
prorata share		2.3222	%

D-1

The Northern Trust Company

Special Tenant Fee

Real Estate and Operating Expense Assumptions

Lease Year	Real Estate Taxes		Operating Expenses		Total Expenses (Real Estate + Operating) (Col. A)		Tax and Expense Amount per RSF (Col. B) (Col. A/Sq. Ft.)		Percentage Increase From Previous Year (Col. C)		Tax and Expense Cap (Col. D) (Prior Year X 1.03)		Fiscal Year	Rentable Area Payable (RSF)	4% of Tax & Expense Amount (Col. B X 4%) (Col. E)		Tax and Expense Component (Lesser of Prior Year Col. D or Col. E) (Col. F)		Annual Special Tenant Fee Amount per RSF (Col. G)		Total Amount Owed Per Year
2000 base yr.	$	8,407,517	$	6,238,883	$	14,646,400	$	15.95
2001	$	8,318,136	$	6,358,638	$	14,676,774	$	15.98	0.21	%	$	16.43
2002	$	9,047,927	$	6,525,740	$	15,573,668	$	16.95	6.11	%	$	16.92	4/1/2002-3/31/2003	43,608	$	0.64	$	0.64	$	0.64	$27,909.12
2003	$	9,198,687	$	6,380,307	$	15,578,994	$	16.96	0.03	%	$	17.43	4/1/2003-3/31/2004	91,972	$	0.68	$	0.68	$	1.32	$121,119.40 Watch 16th flr. Abate
2004	$	9,164,500	$	6,571,716	$	15,736,216	$	17.13	1.01	%	$	17.95	4/1/2004-3/31/2005	91,972	$	0.68	$	0.68	$	2.00	$183,514.41
2005	$	9,439,435	$	6,768,868	$	16,208,303	$	17.65	3.00	%	$	18.49	4/1/2005-3/31/2006	349,708	$	0.69	$	0.69	$	2.68	$937,423.33
2006	$	9,722,618	$	6,971,934	$	16,694,552	$	18.17	3.00	%	$	19.05	4/1/2006-3/31/2007	349,708	$	0.71	$	0.71	$	3.39	$1,184,253.32
2007	$	10,014,297	$	7,181,092	$	17,195,388	$	18.72	3.00	%	$	19.62	4/1/2007-3/31/2008	349,708	$	0.73	$	0.73	$	4.11	$1,438,488.21
2008	$	10,314,725	$	7,396,524	$	17,711,250	$	19.28	3.00	%	$	20.20	4/1/2008-3/31/2009	349,708	$	0.75	$	0.75	$	4.86	$1,700,350.15
2009	$	10,624,167	$	7,618,420	$	18,242,587	$	19.86	3.00	%	$	20.81	4/1/2009-3/31/2010	349,708	$	0.77	$	0.77	$	5.63	$1,970,067.95
2010	$	10,942,892	$	7,846,973	$	18,789,865	$	20.46	3.00	%	$	21.44	4/1/2010-3/31/2011	349,708	$	0.79	$	0.79	$	6.43	$2,247,877.28
2011	$	11,271,179	$	8,082,382	$	19,353,561	$	21.07	3.00	%	$	22.08	4/1/2011-3/31/2012	349,708	$	0.82	$	0.82	$	7.25	$2,534,020.90
2012	$	11,609,314	$	8,324,853	$	19,934,168	$	21.70	3.00	%	$	22.74	4/1/2012-3/31/2013	349,708	$	0.84	$	0.84	$	8.09	$2,828,748.82
2013											$	23.42	4/1/2013-3/31/2014	349,708	$	0.87	$	0.87	$	8.96	$3,132,318.57
2014											$	24.13	4/1/2014-3/31/2015	349,708
2015											$	24.85	4/1/2015-3/31/2016	349,708
2016											$	25.60	4/1/2016-3/31/2017	349,708
2017											$	26.36	4/1/2017-3/31/2018	349,708
2018											$	27.15	4/1/2018-3/31/2019	349,708
2019											$	27.97	4/1/2019-3/31/2020	349,708
2020											$	28.81	Expires 12/31/2020	349,708
Note:								The Amount shown are per RSF. These amounts must be multiplied by the RSF
RSF = Rentable Square Feet								of the Premises. The total premises of the building equals 918,555 per lease.

D-2

EXHIBIT E

THE AUDIT

September 28, 2004

Mr. Andrew Bartucci

General Manager

MB Real Estate

181 West Madison Street

Chicago, IL 60602

VIA CERTIFIED MAIL AND FACSIMILE TO: 312-558-3861

Subject: 2003 Northern Trust Lease Audit of Leasehold Expenses at 181 West Madison Street, Chicago, IL

Dear Mr. Bartucci:

I) Executive Summary

The ROBERT THOMAS Group, Inc. (“RTG”) has performed a review of the Lease, Amendment, and Estoppel for Northern Trust (“NT”) at 181 West Madison, Chicago, IL. We have also reviewed certain operating expenses and real estate taxes for the subject property for the calendar year 2003.

The purpose of this review was to determine whether the 2003 operating expense and real estate tax escalations actually billed by the ownership were in conformance with the provisions of the Lease.

RTG’s activities included the following:

• reviewed Lease,

• reviewed statements submitted to Northern Trust from MB Real Estate (“MB”),

• reviewed property general ledger,

• reviewed selected vendor invoices and contracts,

• conversed with Andrew Bartucci (General Manager),

• analyzed data and identified and quantified areas of non-conformance in operating expenses and real estate taxes,

• conducted an on-site inspection,

• composed this report,

In summary, it is our opinion that:

(1) operating expenses for the subject property were overstated by $221,813.02, of which $153,657.00 is for unsubstantiated expenditures; and

(2) the Landlord used an incorrect gross-up calculation, which overstated operating expenses by $588,903.36; and

(3) the Landlord failed to properly apply the “tenant’s occupancy share” limitation resulting in an overcharge of $24,110.40 to Northern Trust In 2003.

Thus, we calculate that Northern Trust is due a total refund of $327,017.55 for overcharges of Northern Trust’s share of 2003 operating expenses (Please see the Attachment for specific amounts). Our detailed findings, conclusions, and calculations are provided in this report.

311 South Wacker Drive                 Suite 4550                Chicago IL 60606                 Fax 847.607.0185                Office 312.697.4949

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Northern Trust Lease Audit at 181 West Madison in Chicago, IL Page 2 09/28/04

II) Background

The subject property is a forty-nine-floor “class A” office building (“Building”) consisting of approximately 936,366 rentable square feet. The office portion consists of approximately 918,555 rentable square feet. The retail portion consists of approximately 9,527 rentable square feet. Additionally, there is a garage located below grade of approximately 22,000 square feet, which amount is not included in the Landlord’s total rentable area figures. The Building is located at the southeast corner of Madison Street and Wells Street.

Northern Trust occupied 354,464 rentable square feet as of December 31, 2003. Northern Trust’s lease commenced December 1, 2000 and terminates December 31, 2020.

III) Operating Expense and Real Estate Tax Adjustments

The following are our findings by category. (Please see the Attachment for specific dates and amounts.)

1) Capital Improvements

Pursuant to Section 4.A.(iii) of the Lease, “... Operating Expenses shall not include, however, the following: (c) Costs of capital improvements, except that Operating Expenses shall include (1) the cost of any capital improvements completed after the Commencement Date of the Existing Lease (other than in connection with the original construction of the Building) which are initially projected by Landlord to reduce Operating Expenses...”.

RTG noticed certain invoices, the cost of which, were included in Operating Expenses, but should have been classified as capital improvements, and because the items did not reduce Operating Expenses, should be excluded from Operating Expenses. The invoices were for items that have a useful life in excess of one year. Expenditures incurred for an item that has a useful life greater than one year should be classified as a capital improvement in accordance with generally accepted accounting principles.

Total adjustment is $42,200.00.

2) Tenant Specific Expenditures

Pursuant to Section 4.A.(iii) of the Lease, “...Operating Expenses shall not include, however, the following: (p) Expenses incurred in connection with services or other benefits of a type which are not provided to Tenant but which are provided to another tenant or occupant of the Building;”.

RTG noticed an invoice for the removal of old furniture from floors 21, 25, and 26 floors. These costs were not incurred for the common area maintenance of the building and similar cleaning costs requested by Northern Trust are reimbursed directly by Northern Trust, and therefore, should be excluded from operating expenses.

Total adjustment is $486.56.

3) Garage Expenses

Pursuant to Section 4.A.(iii) of the Lease, “...Operating Expenses shall not include, however, the following: (u) Expenses incurred by Landlord, if any, in connection with the operation, cleaning, repair, safety, management, security, maintenance or other services of any kind provided to the mezzanine, first floor and basement or any other portions of the Building which are leased for retail purposes which are provided solely for the benefit of tenants occupying such portions or for the parking garage;”.

RTG noticed an invoice for the washing and scrubbing of the garage. This expenditure should be excluded from operating expenses as it is solely for the benefit of the garage.

Total adjustment is $486.56.

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Northern Trust Lease Audit at 181 West Madison Chicago, IL Page 3 09/28/04

4) Ownership Expenses

Pursuant to Section 4.A.(iii) of the Lease, “...Operating Expenses shall not include, however, the following: (x) Costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building including accounting and legal matters of such entity, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, and disputes of Landlord with Building management”.

RTG noticed an invoice for legal fees for changing documents with the new ownership name for $90.00. In addition, Prudential, an additional partner as part of the current ownership during 2003, required a change in reporting systems. They required a new module in the MRI system and a new work order system called Property Logic as part of their reporting requirements at their corporate level. Tenants should not have to bear the burden of corporate reporting when the building’s current reporting systems were obviously adequate in prior years. These costs should be eliminated from operating expenses.

Total adjustment is $24,982.90.

5) Unsubstantiated Expenditures

RTG requested, but has not received, support for two invoices for real estate attorney fees and for the office of the building rent. Until the Landlord provides sufficient support for the inclusion of these expenditures in operating expenses, these expenditures should be excluded from operating expenses. (If valid support is available, kindly provide it promptly and appropriate adjustments may be made for this exception item.)

Total adjustment is $153,657.00.

6) Gross-Up Calculation and Limitation

Pursuant to Section 4.A.(iii) of the Lease, “if the Property is not fully occupied during all or any portion of the Calculation Year (as defined below), Landlord may elect to make an appropriate adjustment of the Operating Expenses for such year, employing sound management principles, to determine the amount of “Operating Expenses” that would have been paid or incurred by the Landlord had the Property been fully occupied and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Calculation Year.”.

Also, pursuant to Section 4.A.(iii) of the Lease, “...Tenant shall in no event pay for any item of expense which is adjusted or increased an amount in excess of the product of “Tenant’s Occupancy Share” (as hereinafter defined) multiplied by the total amount actually paid or incurred by Landlord for such item. For purposes hereof, the term “Tenant’s Occupancy Share” shall mean a fraction, the numerator of which is the Rentable Area of the Premises, and the denominator of which is the total occupied area of the office space leased and provided with services in the Building.”.

The Lease states that variable operating expenses are to be grossed-up to 100% occupancy. According to KPMG’s Special Purpose Schedules of Operating Expenses for the year ended December 31, 2003, the operating expenses grossed-up to 100% occupancy are $6,364,847. The amount of operating expenses billed to Northern Trust for 2003 were $6,953,750. Northern Trust’s operating expenses should never be in excess of the 100% grossed-up figure.

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Northern Trust Lease Audit at 181 West Madison in Chicago, IL Page 4 09/28/04

In addition, “25” quoted above, there is a limitation on the gross-up calculation. This limitation and calculation thereof, was initially brought to the attention of Landlord in letter dated July 24, 2003 from Northern Trust for the 2002 operating expenses. The Landlord sent a subsequent calculation of this limitation for the 2002 operating expenses dated August 21, 2003, which showed a credit owed to Northern Trust for the gross-up limitation of $17,354.91. This was subsequently accepted by Northern Trust as part of the settlement of the 2002 audit of operating expenses. Applying the same concepts and calculations of the Landlord for 2003, the limitation should have resulted in a credit to Northern Trust of $24,110.40.

Total adjustment is $388,903.36 for the 100% gross-up calculation and $24,110.40 (Northern Trust’s share) for the application of the gross-up limitation.

IV) Conclusion

We would like to make note that all of the individuals involved were cooperative and congenial.

To conclude this matter, kindly make the adjustments noted and issue a check payable to Northern Trust in the amount of $327,017.55. Please mail the check to my attention at:

The ROBERT THOMAS Group

10 South Riverside Drive

Suite 1800

Chicago, IL 60606

In addition, we request that MB utilize the methodologies recommended in this report in billing Northern Trust in future periods.

Your response to this matter within fifteen (15) days would be greatly appreciated. Please call me at 847-374-8200 with any questions that you may have.

Sincerely,

The ROBERT THOMAS Group

/s/ Daniel V. Meadows

Daniel V. Meadows, CPA

cc: E. Paul Dunn (Northern Trust)

Bob Wiesner (RTG)

E-4

Northern Trust

181 West Madison

Chicago, IL

Attachment

III) Operating Expense and Real Estate Tax Adjustments

1) Capital Improvements
Vendor	Invoice Number	Invoice Data	G/L Account Number	Amount		Description
Schindler Elevator	7100060909	9/30/03	41210	4,500.00		Upgrade lock in freight elevator
Trane	00014544	10/23/03	41410	11,700.00		Software upgrade
Current Communication	27049	12/15/03	60221-001	12,500.00		Camera Installation
Carrier	8001122768	5/15/03	41310	6,500.00		Construct catwalk around cooling towers
Crane Revolving Doors	14248	1/20/03	41835	7,000.00		Install two revolving doors
Total Capital Improvements Adjustment				42,200.00
2) Tenant Specific Expenditures
Vendor	Invoice Number	Invoice Data	G/L Account Number	Amount		Description
Lakeside Bldg. Maint.	169723	5/1/03	40350	486.56		Throw out furniture from floors 21, 25, and 28
3) Garage Expenses
Vendor	Invoice Number	Invoice Data	G/L Account Number	Amount		Description
Lakeside Bldg. Maint.	163721	5/01/03	40350	488.56		Scrub and wash the garage
4) Ownership Expenses
Vendor	Invoice Number	Invoice Data	G/L Account Number	Amount		Description
Piper Rudnlock	1375911	5/09/03	45410	90.00		Change document with new ownership name
MRI	NT014027	1/14/03	45420	1,215.39		Training on the Commercial module
MRI	NT013997	1/14/03	45420	2,432.54		Training on the Commercial module
MRI	NT014048	1/28/03	45420	644.92		Assisted in getting database ready to go
Prudential Financial		2/18/03	45550	20,600.05		First year license fee for Property Logic
Total Ownership Expenses Adjustment				24,982,90
5) Unsubstantiated Expenditures
Vendor	Invoice Number	Invoice Data	G/L Account Number	Amount		Description
			65600-0130	147,408.00		Office of the building rent
		3/25/03	65700-4710	4,166.00		Real estate attorney fee
		5/27/03	65700-4710	2,083.00		Real estate attorney fee
Total Unsubstantiated Expenditures Adjustment				153,657.00
6) Gross-Up Calculation and Limitation
100% Gross up Calculation of Operating Expenses				6,364,847.00		From 12/31/03 KPMG report
Operating Expenses Billed to Northern Trust				6,353,750.36		From 2003 MB statement
Total Gross-Up Calculation Adjustment				588.903.36
Electricity				584,586.58		From 2003 G/L and MB’s gross-up schedule
Cleaning Contract Night				1,108,071.14		From 2003 G/L and MB’s gross-up schedule
Management Fee				621,805.41		From 2003 G/L and MB’s gross-up schedule
Trash				20,529.38		From 2003 G/L and MB’s gross-up schedule
Paper Products				59,375.29		From 2003 G/L and MB’s gross-up schedule
				2,394,549.80
“Tenant’s Occupancy Share”				43.76	%	From MB’s gross-up schedule
Northern Trust Gross-Up Limitation				1,047,998.75

E-5

Northern Trust

181 West Madison

Chicago, IL

Attachment

III) Operating Expenses and Real Estate Tax Adjustments

	From 2003 G/L	100% Gross-Up From KPMG	Total
Electricity	584,868.58	72,033.00	656,901.58
Cleaning Contract-Night	1,108,071.14	293,096.00	1,401,167.14
Management Fee	621,806.41	109,402.00	731,207.41
Trash	20,529.38	In Cleaning	20,529.38
Paper Products	63,375.29	In Cleaning	59,375.29
	2,394.549.80	474,531.00	2,869,180.80
Northern Trust Pro-Rata Share from MB’s, 2003 Statements			37.3629	%
Northern Trust Pro-Rata Share of the 100% Grossed-Up Expenses			1,072,008.15
Northern Trust Gross-Up Limitation			1,047,898.75
Total Gross Up Limitation Adjustment			24,110.40
Amount Due Northern Trust
Total Capital Improvements Adjustment			42,200.00
Total Tenant Specific Expenditures Adjustment			486.58
Total Garage Expenses Adjustment			486.56
Total Ownership Expenses Adjustment			24,982.90
Total Unsubstantiated Expenditures Adjustment			153.657,00
Total Gross-Up Calculation Adjustment			588.903.36
Total			810,716.38
Northern Trust Pro-Rata Share from MB’s 2003 Statements			37.3629	%
Total			302,907.15
Total Gross-Up Limitation Adjustment			24,110.40
Total Amount Due Northern Trust			327,017.55

E-6

EXHIBIT F

GROSS UP OF OPERATING EXPENSES FOR 2003

Gross-up for Northern Trust Only

account that are subject to occupancy	amount Landlord paid (from G/L)	Northern Trust’s Occupancy Share for NT
Electricity	584,868.58	255,957.03		Northern Trust RSF	343,238
Cleaning contract-night	1,108,071.14	484,927.06		average occupancy	784,308
Management Fee	621,805.41	272,121.76		“Tenants occupancy Share”	0.4376
Trash	20,529.38	8,984.31
Paper Products	59,375.29	25,984.51		NT prorata share	37.3629	%
Total gross-up	2,394,649.80	1,047,974.66
Total Operating Expenses per KPMG audit		5,822,556.90
reverse expenses to capital account		(18,200.00	)
less accounts subject to occupancy		(2,394,649.80	)
ADD IN OTHER AMORTIZED COSTS
Siemens-replacement of card key access-
Amort of Siemens purch of $65,820 in 2002 over 5 yrs, a/c 5504 on 181DAV		13,164.00
Carrier-cooling tower repair
Amortization of Carrier purchase over 5 years for 2003 payments of $102,476		20,495.20
Amort of Carrier purch of $65,000 in 2002 over 5 yrs, a/c 5330		13,000.00
Project will be done over several years.
50th Floor Fan Replacement
Amortization of purchase over 5 years for 2003 payments of $85,248		17,049.60
Crane-Revolving Doors
Amortization of purchase over 5 years for 2003 payments of $20,250		4,050.00

F-1

Amort of Crane purch of $77,300 in 2002 over 5 yrs, a/c 5814 on 181 15,460.00

F-2

EXHIBIT G

EXAMPLE OF GROSS UP OF OPERATING EXPENSES

Gross-up for Northern Trust Only

account that are subject to occupancy	Amount Landlord paid (from G/L)	Tenant’s Occupancy Share	Northern Trust’s Occupancy Share of grossed up expenses
Electricity	584,868.58	0.4376	255,957.03		Northern Trust RSF leased	343,238
Cleaning contract-night	1,108,071.14	0.4376	484,927.06		average occupancy of Building in yr	784,308
Management Fee	621,805.41	0.4376	272,121.76		“Tenants occupancy Share”	0.4376
Trash	20,529.38	0.4376	8,984.31
Paper Products	59,375.29	0.4376	25,984.51		NT prorata share
sub-total of accounts “grossed-up”	2,394,649.80		1,047,974.66		Northern Trust leased RSF	343,238
					Building RSF	918,555
Total Operating Expenses from operating statement			5,822,556.90		NT prorata share	0.373672
less accounts subject to occupancy share			(2,394,649.80	)
ADD IN OTHER AMORTIZED COSTS
Add in other projects that are amoritzed over several years
Amort purchase of $65,820 in xxxx over x years			13,164.00
sub total operating costs for Northern Trust only less occupancy share costs			3,441,071.10
NT prorata share			37.3672	%
NT share of non gross up charges			1,285,831.37
NT occupancy share of accounts subject to occupancy share			1,047,974.66
TOTAL Northern Trust Operating Expenses for year XXXX			2,333,806.03

G-1

EX-10.(XI).(3)

Exhibit 10(xi)(3)

THIRD AMENDMENT TO LEASE

This THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the 21st day of December, 2007 (the “Effective Date”) between 181 WEST MADISON CF BORROWER, LLC, a Delaware limited liability company (“Landlord”), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Tenant”).

RECITALS:

A. LaSalle Bank National Association, as successor trustee to American National Bank and Trust Company of Chicago, as Trustee under Trust Agreement dated April 5, 1990 and known as Trust No. 110513-07 (“Original Landlord”), as landlord, and Tenant, as tenant, entered into that certain Lease dated as of November 29, 2000 (the “Original Lease”), for certain premises in a building located on the real estate commonly known as 181 West Madison Street, Chicago, Illinois (the “Building”).

B. Original Landlord or its successors-in-interest (collectively, the “Former Landlords”) and Tenant modified the Original Lease by entering into (i) those certain letter agreements listed on Exhibit A attached hereto and made a part hereof (collectively, the “Letter Agreements”), (ii) that certain First Amendment to Lease dated July 11, 2002 (the “First Amendment”), and (iii) that certain Second Amendment to Lease dated April 13, 2005 (the “Second Amendment”). The Original Lease, as modified by the Letter Agreements, the First Amendment and the Second Amendment, is herein referred to as the “Lease.”

C. Landlord has succeeded to all of the Former Landlords’ right, title and interest in and to the Lease.

D. As of the Effective Date, Tenant leases 311,000 rentable square feet (the “Existing Premises”) in the Building pursuant to the Lease.

E. Landlord and Tenant desire to modify the Lease to, among other things, (i) expand the Existing Premises, (ii) extend the Term (as defined in the Lease), and (iii) adjust the Rent (as defined in the Lease), upon the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Incorporation. The Recital paragraphs set forth above are hereby incorporated herein as if fully set forth herein.

2. Defined Terms. All capitalized terms used herein but not defined herein which are defined in the Lease shall have the same meaning for purposes hereof as they do for purposes of the Lease.

1

3. Expansion Space. Paragraph 4 of the First Amendment and Paragraph 4 of the Second Amendment are hereby deleted. Section 52 of the Original Lease is hereby deleted and replaced with the following:

52. EXPANSION SPACE.

A. Three-Phase Expansion. Tenant hereby agrees to lease the space in the Building set forth in the table below (collectively, the “Expansion Space”) in three separate phases (collectively, the “Phases”) on the terms and conditions set forth in this Section 52.A. Except as set forth in this Section 52.A, effective as of each Expansion Space Commencement Date (as defined below), such Expansion Space shall be leased to Tenant on all of the terms, covenants, conditions and provisions of this Lease and such Expansion Space shall for all purposes of this Lease constitute a part of the Premises.

Expansion Space	Rentable Area
17th Floor	21,715 RSF
21st Floor	22,318 RSF
22nd Floor	22,233 RSF
27th Floor	22,284 RSF
28th Floor	22,284 RSF

(i) Expansion Space Commencement Date. The “Expansion Space Commencement Date” with respect to the Expansion Space shall occur on three separate dates as described in the table below. With respect to all Expansion Space leased during each of Phase I and Phase II (as such terms are used in the table below), each Expansion Space Notice Date (as such term is used in the table below) and each Expansion Space Commencement Date shall be the date occurring on the specified date or within the periods set forth in the table below as selected by Tenant, in its sole discretion. With respect to Phase I, on the Expansion Space Notice Date, Tenant shall deliver to Landlord written notice (the “Phase I Expansion Notice”) of (a) the Expansion Space to be leased by Tenant (i.e., either the 27th and 28th Floors or the 17th and 21st Floors) and (b) the Expansion Space Commencement Date (as such term is used in the table below). As indicated in the table below, the Expansion Space Notice Date for Phase I shall occur not later than January 31, 2008, and the Expansion Space Commencement Date for Phase I shall be July 1, 2008. With respect to Phase II, on the Expansion Space Notice Date Tenant shall deliver to Landlord written notice (the “Phase II Expansion Notice”) of the Expansion Space Commencement Date. As indicated in the table below, the Expansion Space Notice Date for Phase II shall occur not later than May 31, 2009, and the Expansion Space Commencement Date for Phase II shall occur not later than December 1, 2009.

2

Phase	Expansion Space	Expansion Space Notice Date	Expansion Space Delivery Date	Expansion Space Commencement Date
Phase I	27th and 28th Floors or 17th and 21st Floors (either, the “Phase I Expansion Space”)	A date occurring within the period commencing on the Effective Date and ending on January 31, 2008	March 1, 2008	July 1, 2008
Phase II	Expansion Space not selected in Phase I (the “Phase II Expansion Space”)	A date occurring within the period commencing on January 31, 2008 and ending on May 31, 2009	No later than 120 days prior to the Phase II Expansion Space Commencement Date specified in the Phase II Expansion Space Notice	A date specified in the Phase II Expansion Space Notice occurring within the period commencing on January 1, 2009 and ending on December 1, 2009
Phase III	22nd Floor		No later than September 1, 2009	January 1, 2010

(ii) Delivery of Possession. Landlord shall deliver possession of the Expansion Space to Tenant for the installation of Tenant improvements on a date that is not less than 120 days prior to the Expansion Space Commencement Date (each, the “Expansion Space Delivery Date”). Notwithstanding the foregoing, Landlord’s failure to deliver all or any portion of the Expansion Space to Tenant on or before the applicable Expansion Space Delivery Date shall not affect the validity of this Lease or the obligations of either Landlord or Tenant under the Lease or be construed to extend the expiration of the Term either as to the Expansion Space or as to the balance of the Premises; provided, however, that (a) the applicable Expansion Space Commencement Date shall be delayed by the exact number of days that the applicable Expansion Space Delivery Date is delayed, (b) if the delay is more than thirty (30) days, then Expansion Space Rent payable by Tenant shall abate on a per diem basis at the rate of two (2) days’ Expansion Space Rent for each day of delay, (c) if the delay is more than 90 days, Tenant shall have all remedies at law and equity (except Tenant shall not have any right to terminate the Lease), (d) if the delay was caused by an existing tenant, then Tenant shall be entitled to receive from Landlord the amount by which the rent paid to Landlord during any holdover by such existing tenant (“Holdover Rent”) exceeds the amount of rent for a like period of time immediately prior to the holdover paid to Landlord by such existing tenant, less the reasonable costs and fees associated with such holdover including, without limitation, the reasonable costs of collecting Holdover Rent, and (e) if the

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delay is more than 6 months, Tenant may, at its election, by notice to Landlord within ten (10) days thereafter (but no later than delivery of such space), elect to terminate its lease of such Expansion Space notwithstanding the prohibition on terminating the Lease set forth above in this paragraph (ii).

(iii) Expansion Space Rent. Beginning on the initial Expansion Space Commencement Date and continuing through December 31, 2020, with respect to the Expansion Space (but not the Existing Premises), Tenant shall not be required to pay Rent or any component thereof as defined and provided in Section 3 of the Original Lease, but Tenant shall pay Landlord in lieu thereof the “Expansion Space Rent,” which shall consist of: (a) annual base rent equal to $15.00 per RSF (the “Expansion Space Base Rent”) of the total Expansion Space then leased by Tenant and (b) Tenant’s Proportionate Share of Operating Expenses and Operating Expense Deposits with respect to the total Expansion Space then leased by Tenant. The Expansion Space Base Rent shall increase by 2.5% annually on each anniversary of the initial Expansion Space Commencement Date. The Expansion Space Rent shall be payable in the same manner and at the same time as Rent is paid for the Existing Premises; provided, however, that notwithstanding anything to the contrary contained in this Lease, beginning on the respective Expansion Space Commencement Date for each Phase and continuing for a period of ten (10) months thereafter, the Expansion Space Rent with respect to only the particular Expansion Space which Tenant has begun to lease during such Phase shall abate in its entirety and Tenant shall have no liability therefor during the particular ten (10) month period. For purposes of clarification, such abatement shall apply only to (1) the Phase I Expansion Space during the ten (10) month period following the Expansion Space Commencement Date related to Phase I, (2) the Phase II Expansion Space during the ten (10) month period following the Expansion Space Commencement Date related to Phase II, and (3) the 22nd Floor during the ten (10) month period beginning on January 1, 2010.

(iv) Verification of RSF. Notwithstanding anything to the contrary contained herein or in the Original Lease, including but not limited to Section 1.B (xli) and Exhibit B thereof, Landlord has caused the Rentable Areas of Expansion Space, as indicated in Section 52.A above, to be calculated using current methods for measuring rentable area and usable area as described in the Standard Method for Measuring Floor Area in Office Buildings, ANSI Z65.1-2006, as promulgated by the Building Owners and Managers Association (BOMA) International. Tenant shall have the right, but not the obligation, to cause its architect to confirm any or all of Landlord’s measurements of the Expansion Space, and in the event that Landlord’s architect and Tenant’s architect disagree regarding the Rentable Area of the applicable Expansion Space, the parties’ architects shall work together in good faith to agree upon such Rentable Area on or before thirty (30) days after Tenant notifies Landlord of its architect’s calculation of the Rentable Area, which notice shall be accompanied by documentation which supports such calculation.

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(v) Condition. Subject to Section 52.A(vi), Landlord shall deliver each Expansion Space to Tenant in its “as is” condition with no obligation for Landlord to improve the Expansion Space or give Tenant an improvement allowance with respect thereto, provided, however, that all pre-existing and unused allowances credited to Tenant under the Lease (the “Unused Allowances”) shall remain in place and may be used by Tenant in the Existing Premises and/or the Expansion Space at its sole discretion, including for any construction hard and soft costs, including, but not limited to, architectural and engineering fees, project management fees and the cost of technology cabling, equipment and other items required to support Tenant’s operations. Upon delivery of each Expansion Space, Landlord, at its own cost, shall provide Tenant’s design firm full architectural and engineering drawings in CADD format for the base Building and any as-built tenant conditions to the extent Landlord has such drawings in its possession. The parties agree that as of the date of final execution and delivery of this Amendment, the total amount of Unused Allowances is $1,951,907.42.

(vi) Landlord’s Work. Landlord, at its own cost, shall (a) make available to Tenant at the core of each floor on which the Premises are located (including the Expansion Space and any First Offer Space) electrical capacity equal to 7.0 watts per usable square foot, demand load, in addition to any watts needed to operate any base Building equipment and HVAC equipment servicing the Premises, (b) modify the sub-metering on the 21st Floor and the 27th Floor to provide a single central meter to allow Tenant to feed all existing panels on each floor, (c) provide Tenant a pathway, which shall be reasonably contiguous with minimal offsets, within the Building core for two (2) four (4) inch openings and associated pull boxes from Tenant’s existing data center within the Building to each Expansion Space floor and allow Tenant or a contractor hired by Tenant to install conduits and cabling, provided that Landlord may require Tenant to submit for Landlord’s approval (which shall not be unreasonably withheld) construction drawings detailing Tenant’s conduit and cabling work and Landlord, at its own cost, may monitor such work, (d) provide ten (10) tons of supplemental condenser water per year for cooling with 2.5-inch valved take offs at each floor of the Premises [including Expansion Space and any First Offer Space] to be available twenty-four (24) hours a day, every day of the year (subject to shutdowns for emergency repairs or, after providing notice to Tenant, other repairs or maintenance), provided that Tenant shall be responsible for all other costs associated with supplementary cooling, including but not limited to the costs of additional condenser water and installation, repair, maintenance, replacement and operation of such supplementary cooling. Landlord shall complete its work not less than 30 days prior to the applicable Expansion Space Commencement Date and may perform the foregoing work while Tenant is constructing improvements in accordance with Section 52.A(vii) of this Amendment, provided that Landlord shall not unreasonably interfere with Tenant’s work.

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(vii) Tenant’s Work. At its own expense, Tenant shall have the right to (a) construct improvements in each Expansion Space in accordance with the terms of the Lease, (b) design and decorate the elevator lobby of any full floor it leases within the Building, and include Tenant’s logo and signage within such lobbies, (c) on any partial floor that Tenant leases, use Tenant’s standard logo and graphics on entrances to the Premises that are visible from the elevator lobby on each floor of the Building, (d) install an uninterruptible power supply (“UPS”) with the initial build out of the Expansion Space (or in connection with future alterations to the Premises in accordance with the Lease), and (e) tie into the Building toilet exhaust riser for exhaust of its UPS room in accordance with Law. In connection with the permitted improvements to the Expansion Space, Tenant may use its own project management firm, architects, engineers, general contractors, subcontractors and vendors. Landlord shall not charge a fee to review Tenant’s design for the Expansion Space or to supervise or monitor construction in the Expansion Space, except that Landlord may require Tenant to pay for a review of the UPS construction drawings by the Building’s structural engineer.

(viii) Tenant’s Exterior Signs. Tenant, at its own expense, shall have the right at any time and from time to time to design, construct, install and attach to the uppermost portions of each of the North and South exteriors of the Building an identifying sign depicting the “Northern Trust” name and logo (the “Signage”) in order to identify Tenant’s occupancy in the Building, subject to the satisfaction of the following conditions at all times during which such Signage has been installed on the Building (collectively, the “Signage Conditions”): (a) there shall be no Default under the Lease, (b) Tenant or an Affiliate of Tenant shall lease and personally occupy at least 370,000 RSF (which number shall not include any portion of the Premises occupied by any other party) in the Building, (c) the size, design, style, location and method of attachment of the Signage shall have been approved by Landlord (which approval, with respect to Signage depicting the “Northern Trust” name and logo specifically, shall not be unreasonably withheld, delayed or conditioned), (d) the Signage shall comply with all applicable governmental rules and regulations and Tenant, at its sole cost, shall be solely responsible for obtaining any necessary approvals from any governmental authority, (e) the Signage shall not obstruct any views from the Building, and (f) Tenant, at its sole cost, shall maintain the Signage in good condition and repair. If Tenant fails to satisfy any Signage Condition, Landlord may elect, in its sole discretion and as applicable, to (y) cure such Signage Condition or (z) remove the Signage, and in either case, Landlord may charge Tenant for the cost thereof and Tenant shall reimburse Landlord for such costs in accordance with this Section 52.A(viii). The rights described in this Section 52.A(viii) are personal to Tenant and any Affiliate of Tenant and, without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion, shall not be transferable or assignable to any person or entity to which the Lease is assigned or deemed to be assigned pursuant to Section 16.A of the Original Lease or to any sublessee or to any person or entity that

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takes possession of the Premises (or any portion thereof), and upon any assignment, sublease or other transfer of the Lease to any other person or entity, the terms and provisions of this Section 52.A(viii) shall become null and void and of no further force or effect. Notwithstanding anything to the contrary contained herein, including but not limited to Section 52.A(viii)(c) above, in the event that at any time during the Term Tenant desires to install Signage that depicts a name and logo other than the name and logo of “Northern Trust,” then the content, design and style of such Signage shall be subject to Landlord’s prior written approval, which may be withheld in Landlord’s sole discretion. At the end of the Term, by lapse of time or otherwise, Tenant, at its expense, shall remove all Signage and promptly repair any damage to the exterior of the Building caused by the installation and attachment of such signs or by the removal of such signs. Tenant shall not be obligated to pay Landlord any Rent or fee of any kind for its exterior signage rights as described herein, except that Tenant shall reimburse Landlord for any costs Landlord incurs in connection with the Signage within ten (10) days after receipt of an invoice therefor.

(ix) Directory. Landlord, at its cost, shall add personnel listings to the ground floor lobby directory following each Expansion Space Commencement Date and shall update such directory in connection with any changes to the business units and leadership within the Existing Premises and the Expansion Space, provided that Tenant shall be responsible for the cost of any other revisions to the listings.

(x) Restoration. With respect to the Expansion Space, Tenant shall comply with the restoration obligations set forth in Section 15 of the Lease, provided, however, that Landlord agrees that Tenant shall not be obligated to remove the existing stairway between the 27th and 28th floors.

B. Option to Expand. Subject to the renewal rights of Material Service Corporation or any successor in interest thereto (the “Existing Tenant”) and the terms of this Section 52.B, Landlord hereby grants Tenant the option (the “Expansion Option”), effective January 1, 2014 (the “Expansion Option Commencement Date”), to lease the portions of the 18th Floor and 19th Floor, totaling approximately 36,018 RSF (the “Option Space”), that are currently leased to the Existing Tenant.

(i) Landlord shall notify Tenant on or before January 1, 2012 whether the Existing Tenant has exercised its renewal right, and if the Existing Tenant has not exercised such right, Tenant may exercise the Expansion Option by delivering written notice to Landlord on or before January 1, 2013. If Tenant does not so exercise the Expansion Option, the Expansion Option shall thereupon terminate and Tenant shall not thereafter have any right to lease any Option Space pursuant to the Expansion Option.

(ii) Tenant may not elect to lease less than all Option Space in an Expansion Option.

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(iii) Tenant may only exercise the Expansion Option, and an exercise thereof shall only be effective if, at the time of Tenant’s exercise of the Expansion Option and on the Expansion Option Commencement Date, this Lease is in full force and effect and Tenant is not in Default under this Lease.

(iv) If Tenant has validly exercised its Expansion Option, then effective as of the Expansion Option Commencement Date, the Option Space which Tenant will lease shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease, except that:

(1) Rent per square foot of Rentable Area shall be at the rate of 95% of the Market Rental Rate as defined in Section 43 of the Original Lease and shall commence upon the Expansion Option Commencement Date;

(2) the Rentable Area of the Premises shall be increased by the Rentable Area of the Option Space; and

(3) the terms of the demise covering the Option Space shall commence on the Expansion Option Commencement Date and shall expire simultaneously with the expiration or earlier termination of the term of this Lease, as extended;

(4) the Option Space shall be leased in its “as is” condition as of the Expansion Option Commencement Date, and Landlord shall have no obligation to improve such space for Tenant’s occupancy, unless the Market Rental Rate includes as a component thereof tenant improvements, specific base building condition or any construction allowance, in which case Landlord shall furnish a construction allowance in lieu of providing any tenant improvement or specific base building condition, which allowance to Tenant shall be paid in the manner set forth in Section 48A(iv) of the Original Lease (except for the dollar amount thereof); and

(5) As a material consideration for this Lease, Landlord shall deliver possession of the Option Space to Tenant on a date that is not less than 120 days prior to the Expansion Option Commencement Date. In the event Landlord is unable for any reason to deliver possession of Option Space to Tenant on a date that is not less than 120 days prior to the applicable Expansion Option Commencement Date, Landlord shall not be subject to any liability for failure to deliver possession, except as hereinafter provided. Such failure to deliver possession shall not affect either the validity of this Lease or the obligations of either Landlord or Tenant hereunder, or be construed to extend the expiration of the Term of this Lease either as to the Option Space or the Existing Premises; provided, however, that (a) the applicable Expansion Option Commencement Date shall be delayed by a number of days equal to the number of days Landlord is delayed in delivering possession of the Option Space to Tenant, (b) if the delay is more than thirty (30) days, then Rent payable by Tenant for the Option Space shall abate on a per diem basis at the rate of two

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(2) days’ Rent for the Option Space for each day of delay, (c) if the delay is more than 90 days, Tenant shall have all remedies at law and equity (except Tenant shall not have any right to terminate this Lease), (d) if the delay was caused by an existing tenant, then Tenant shall be entitled to receive from Landlord the amount by which the Holdover Rent exceeds the amount of rent for a like period of time immediately prior to the holdover paid to Landlord by such existing tenant, less the reasonable costs and fees associated with such holdover including, without limitation, the reasonable costs of collecting Holdover Rent, and (e) if the delay is more than 6 months, Tenant may, at its election, by notice to Landlord within ten (10) days thereafter (but no later than delivery of such space), elect to terminate its lease of the Option Space, notwithstanding the prohibition on terminating the Lease set forth above in this paragraph (5).

C. Tenant’s Proportionate Share. Effective upon each Expansion Space Commencement Date and the Expansion Option Commencement Date, Tenant’s Proportionate Share shall be adjusted as provided in Section 4A(ii) of the Original Lease.

D. Use. Tenant shall use and occupy the Expansion Space and the Option Space only for the uses described in Section 6 of the Lease.

E. Acknowledgement. Promptly following the addition of any space to the Premises, Landlord and Tenant shall confirm the agreed-upon Rentable Area of the Premises, Tenant’s Proportionate Share, and Base Rent with respect to any space added to the Premises by executing an Additional Space Acknowledgement in the form attached hereto as Exhibit B.

4. Term. Section 2 of the Original Lease is hereby deleted and replaced with the following: “The term of this Lease (the “Term”) commences on the 1st day of December, 2000 (the “Commencement Date”) and shall expire on December 31, 2025 (the “Expiration Date”), unless sooner terminated or extended as hereinafter provided.”

5. Rent. Notwithstanding anything to the contrary contained in the Lease, the Rent due under the Lease shall be modified as follows:

A. Provided Tenant is not then in Default under any of the terms, covenants or conditions of the Lease, effective on July 1, 2008 and continuing through December 31, 2020, annual Base Rent for the Existing Premises only shall be reduced by $2.25 per RSF of the Existing Premises per annum.

B. Beginning on the date of final execution and delivery of this Amendment, Tenant shall receive from Landlord an immediate Rent credit in the amount of $3,000,000.00 (“Rent Credit”), to be applied as provided in this Paragraph B in Tenant’s sole discretion as it elects in a written notice to be given to Landlord, including, at any time or from time to time during the Term, toward all or any portion of Rent or any component of Rent, provided that at the time Tenant seeks to apply the Rent Credit, Tenant is not in Default under any of the terms, covenants or conditions of the Lease.

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C. Effective January 1, 2021, the Base Rent shall be adjusted to equal one hundred percent (100%) of the Prevailing Market Rent (as defined below) for the Premises, including the Existing Premises, the Expansion Space and the Option Space. “Prevailing Market Rent” shall mean the annual market rental rate or rates for renewal leases of space in the Building and other comparable office buildings within the central business district of Chicago consisting of more than 100,000 rentable square feet and otherwise comparable to the extent practicable with respect to the condition, location and use of the Premises (“Comparable Leases”) for a term of five (5) years, adjusting for all concessions, landlord work and expenses, brokerage commissions, allowances and other incentives provided in the Comparable Leases. Only Comparable Leases executed during the twelve (12) month period prior to the date of Landlord’s written notice to Tenant of Landlord’s determination of the Prevailing Market Rent during such period shall be considered in determining the Prevailing Market Rent. Notwithstanding the foregoing, Prevailing Market Rent shall take into account the future value of the following, calculated as provided below: (i) the reduction in annual Base Rent pursuant to Paragraph 5.A above, and (ii) applicable leasing commissions payable for the period from January 1, 2021 to December 31, 2025 in connection with the extension of the Term with respect to the Premises (including the Existing Premises, the Expansion Premises and the Option Space) through December 31, 2025 pursuant to this Amendment (collectively, the “Concessions and Costs”). The future value of Concessions and Costs shall be (1) calculated using an interest rate of 8.5% per annum beginning on the date each commission is paid, and the date each such rent reduction inures to the benefit of Tenant, and (2) compounded on a monthly basis. An example of the methodology used to determine Prevailing Market Rent taking into consideration the adjustments to Concessions and Costs listed above is attached to this Amendment as Exhibit C and made a part hereof as if fully set forth herein. Landlord will deliver written notice to Tenant of its determination of the Prevailing Market Rent not later than July 1, 2020. If Tenant believes that the Prevailing Market Rent quoted by Landlord is not consistent herewith, Tenant may object in writing within ten (10) days after receipt of Landlord’s written notice, and Landlord and Tenant shall commence negotiations to attempt to agree upon the Prevailing Market Rent. If Landlord and Tenant are unable to reach agreement on the Prevailing Market Rent within ten (10) days after the date the parties commence negotiations, then Landlord and Tenant shall follow the procedure set forth in Section 43.C of the Original Lease, provided that the term “Market Rental Rate” therein shall be “Prevailing Market Rent” as defined herein.

6. Contraction Option.

A. If Tenant exercises its third Contraction Option in accordance with Section 45 of the Original Lease, in addition to the Contraction Fee, Tenant shall reimburse Landlord for an amount equal to the Concessions and Costs, calculated in accordance with Paragraph 5.C of this Amendment (including the interest thereon), multiplied by a fraction, the numerator of which is the RSF of the Excluded Premises and the denominator of which is the RSF of the Existing Premises, provided that such Contraction Option shall be null and void if Tenant exercises the Expansion Option.

B. Tenant, in its sole discretion, shall have the right to reduce the Premises by one (1) floor between the 21st Floor and the 28th Floor, effective December 31, 2020 (the “Expansion Space Contraction Option”), on the same terms and conditions set forth in Section 45 of the Lease with respect to the Contraction Options, except that the Contraction Fee payable by Tenant to Landlord shall be an amount equal to one (1) year of Expansion Space Rent paid in the calendar year 2020.

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7. Extension Options. Landlord hereby grants Tenant the options to extend the Term of this Lease for either (i) one ten-year period, or (ii) one or two (2) five-year periods in accordance with all of the terms, conditions and provisions of the Original Lease including Rent, as modified by this Paragraph 7. On or before eighteen (18) months prior to December 31, 2025, Tenant by written notice to Landlord shall notify Landlord whether it elects to extend the Term of this Lease for five (5) years from January 1, 2026, with an option to extend the Term for an additional five (5) years from January 1, 2031, or for ten (10) years from January 1, 2026.

In the event that Tenant elects to extend the Term for ten (10) years, then the following revisions shall be deemed to be made to the Original Lease: (a) Section 41 of the Original Lease shall be deleted; (b) throughout the Lease, including but not limited to Section 42 of the Original Lease, the terms “Second Extension Period” and “Second Extension Period Commencement Date” shall be replaced with the terms “Extension Period” and “Extension Period Commencement Date”; and (c) the first sentence of Section 42 of the Original Lease shall be deleted and replaced with the following:

Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant the option to extend the Term on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for ten (10) additional years (the “Extension Period”), commencing on January 1, 2026 (the “Extension Period Commencement Date”) and expiring on December 31, 2035 (the “Extension Period Expiration Date”).

In the event that Tenant elects to extend the Term for five (5) years, with an additional option to extend the Term for a further five (5) years, then the following revisions shall be deemed to be made to the Original Lease: (x) in Section 41 of the Original Lease, the dates “January 1, 2021” and “December 31, 2025” shall be replaced with the dates “January 1, 2026” and “December 31, 2030,” respectively; and (y) in Section 42 of the Original Lease, the dates “January 1, 2026” and “December 31, 2030” shall be replaced with the dates “January 1, 2031” and “December 31, 2035,” respectively.

8. Relocation. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not have the right to relocate all or any portion of Tenant’s space to any other space in the Building at any time during the Term, including the Extension Period.

9. Subordination. Landlord and Tenant acknowledge and agree that Section 20 of the Original Lease captioned “Subordination and Superiority of This Lease” shall remain in full force and effect.

10. Brokers. Landlord and Tenant each represent and warrant to the other that the only brokers they have dealt with in connection with this Amendment are MB Real Estate Services LLC and Staubach Midwest LLC, both of whose commissions and

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fees shall be paid by Landlord pursuant to a separate written agreement. Landlord and Tenant each agree to defend, indemnify and hold the other harmless from and against all claims by any other broker for fees, commissions or other compensation to the extent such broker alleges to have been retained by the indemnifying party in connection with the execution of this Amendment. The provisions of this paragraph shall survive the expiration or sooner termination of the Lease.

11. Limitation of Landlord’s Liability. The obligations of Landlord under the Lease as amended by this Amendment do not constitute personal obligations of the individual partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, and Tenant shall not seek recourse against the partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, or any of their personal assets for satisfaction of any liability with respect to the Lease as amended by this Amendment. In the event of any Default by Landlord under the Lease as amended by this Amendment, Tenant’s sole and exclusive remedy shall be against Landlord’s interest in the Building and the real property on which it is located. The provisions of this paragraph are not designed to relieve Landlord from the performance of any of its obligations hereunder, but rather to limit Landlord’s liability in the case of the recovery of a judgment against it, as aforesaid, nor shall any of the provisions of this paragraph be deemed to limit or otherwise affect Tenant’s right to obtain injunctive relief or specific performance or availability of any other right or remedy which may be accorded Tenant by law or the Lease. In the event of sale or other transfer of Landlord’s right, title and interest in the Building, through which the purchaser or transferee, as Landlord’s successor, assumes all liability and obligations thereafter accruing under the Lease, as amended by this Amendment, Landlord shall be released from all liability and obligations thereafter accruing under the Lease as amended by this Amendment; provided, that this paragraph shall inure to the benefit of any such purchaser or transferee.

12. Controlling Language. Except as amended and modified hereby, the Lease and all of the terms and provisions thereof shall remain unmodified and in full force and effect in accordance with its terms. As amended and modified by this Amendment, the Lease is hereby ratified, adopted and confirmed. In the event of any conflict or inconsistency between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control.

13. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective beneficiaries, successors and assigns.

14. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment to Lease as of the day and year first above written.

LANDLORD:
181 WEST MADISON CF BORROWER, LLC, a Delaware limited liability company
By:	/s/ Gerald Karr
Name:	Gerald Karr
Title:	Executive Vice President
TENANT:
THE NORTHERN TRUST COMPANY, an Illinois banking corporation
By:	/s/ E. Paul Dunn
Name:	E. Paul Dunn
Title:	Senior Vice President

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EXHIBIT A

THE LETTER AGREEMENTS

1. Letter dated May 15, 2001 re: Special Tenant Fee

2. Letter dated April 26, 2001 re: Termination of right to purchase

3. Letter dated April 4, 2001 re: Revising Exhibit II base rent

4. Letter dated March 30, 2001 re: Notice of Landlord intent to sell Building

5. Letter dated April 27, 2001 re: Change in put space

6. Letter dated March 15, 2001 re: Right of First Offer 22nd and 26th floors

7. Letter dated December 21, 2000 re: Right of First Offer suite 2135

8. License Agreement dated February 2, 1994 - ATM

9. License Agreement dated March 25, 1998 - Antenna

10. Letter dated July 2, 2001 re: Right of First offer suite 3650

11. Letter dated July 27, 2001 re: Right of First offer suite 3525

12. Letter dated August 3, 2001 re: Approval of payment for 23rd floor Tenant Improvement

13. Letter dated October 22, 2001 re: Right of First Offer Suite 3850

14. Letter dated October 11, 2002 re Operating Audit 2001

15. Letter dated November 4, 2002 re Right of First Offer Suite 3800

16. Letter dated August 21, 2003 re Operating Audit 2002

17. Letter dated February 24, 2004 Right of First Offer Suite 3610

18. Letter dated March 24, 2004 35th Floor Right of First Offer

19. Letter dated April 13, 2005 re Right to Contract Floor 18

20. Letter dated April 13, 2005 re Right to Contract Floor 19

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EXHIBIT B

FORM OF ADDITIONAL SPACE ACKNOWLEDGMENT

THIS ACKNOWLEDGEMENT is made this          day of                                 , 20        , between 181 WEST MADISON CF BORROWER, LLC, a Delaware limited liability company (“Landlord”), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Tenant”).

A. WHEREAS, Landlord and Tenant are parties to a Lease dated November 29, 2000 (collectively with all letter agreements and amendments thereto, the “Lease”) pursuant to which Tenant leased from Landlord certain premises in a building located on the real estate commonly known as 181 West Madison Street, Chicago, Illinois. All capitalized terms used herein but not defined herein which are defined in the Lease shall have the same meaning for purposes hereof as they do for purposes of the Lease.

B. WHEREAS, in accordance with Section 52 of the Lease, Tenant has commenced occupancy of the [Phase I/Phase II/Phase III] Expansion Space.

NOW THEREFORE, pursuant to the provisions of the Lease, Landlord and Tenant mutually agree as follows:

1. The Expansion Space Commencement Date with respect to the [Phase I/Phase II/Phase III] Expansion Space is                                              .

2. The Expansion Space Rent with respect to the [Phase I/Phase II/Phase III] Expansion Space is                                         , subject to Section 52 of the Lease.

3. The ten (10) month period during which the Expansion Space Rent abates with respect to the [Phase I/Phase II/Phase III] Expansion Space commenced on the date set forth in Paragraph 1 and expires on                                         .

4. The Rentable Area of the Premises is                                              .

5. Tenant’s Proportionate Share is                                              (            %).

6. The total Unused Allowance as of the date hereof is                                              .

7. Exhibit B to the Lease is replaced with Exhibit A attached hereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Acknowledgement as of the date and year first above stated.

LANDLORD:
181 WEST MADISON CF BORROWER, LLC, a Delaware limited liability company
By:
Name:	Gerald Karr
Title:	Executive Vice President
TENANT:
THE NORTHERN TRUST COMPANY, an Illinois banking corporation
By:
Name:	E. Paul Dunn
Title:	Senior Vice President

16

EXHIBIT A TO LEASE COMMENCEMENT ACKNOWLEDGEMENT

Rentable Area

[Attached]

17

EXHIBIT C

Methodology Used to Determine Prevailing Market Rent

[Attached Hereto]

18

Exhibit C

Northern Trust 5 Year Extension at Market (2021 - 2025)

Adjusted Base Rental Rate Calculation

Methodology

As indicated in Section 5.C. of the Third Amendment to Lease, beginning 1/1/2021, the Base Rent for TNT’s entire premises at 181 W. Madison shall adjust to equal one hundred percent (100%) of the Prevailing Market Rent as defined within the Amendment. As described, Prevailing Market Rent shall take into account the future value of the existing lease rent reduction and applicable leasing commissions paid for the period from January 1, 2021 to December 31, 2025 (collectively referred to as the “Value of Landlord Concession and Costs”) and calculated to equal $63.13 per rsf. This amount will be utilized as the Value of Landlord’s Concession and Costs to determine TNT’s Base Rent, which results in an equivalent Net Effective Rent (NER) of the then Prevailing Market Rent. The following offers an example of this calculation based upon a potential Prevailing Market Rent as defined in the Lease.

Given the value of the Landlord Concessions and Costs and under these assumed Prevailing Market Rent terms, TNT’s Base Rent effective 1/1/2021 would reset to: $ 31.55

NER Calculations for Example	Discount Rate		8.50	%
			2020			2021		2022		2023		2024		2025		2026		2027
Prevailing Market Rent Terms	Net Rents				$	25.00	$	25.63	$	26.27	$	26.92	$	27.60	$	28.29	$	28.99
	Total Leasing & Capital Costs	($	50.00	)
	CASH FLOW	($	50.00	)	$	25.00	$	25.63	$	26.27	$	26.92	$	27.60	$	28.29	$	28.99
	NPV (r%)	$	86.87
	NER (r%)	$	16.51
TNT 2021 Adjusted Base Rent Terms	Net Rents				$	31.55	$	32.34	$	33.15	$	33.98	$	34.83
	Total Leasing & Capital Costs	($	63.13	)
	CASH FLOW	($	63.13	)	$	31.55	$	32.34	$	33.15	$	33.98	$	34.83
	NPV (r%)	$	67.05
	NER (r%)	$	16.51

Value of Landlord Concessions and Costs: Future Value of Existing Premises Rent Credit and Leasing Costs

Assumptions:		SF		Existing Premises Rent Credit		Leasing Costs
	Existing Premises	311,000		$	2.25	$	8.75	(LC = Landlord + Tenant Commissions at $1.75/yr * 5 Years = $8.75/rsf)
	Expansion Premises	110,834				$	8.75
	Discount Rate	8.5	%
	LC Payout Date	02/01/08
	Rent Credit Start Date	07/01/08
	Rent Credit Stop Date	12/31/20
	Extension Start Date	01/01/21

Value of Landlord Concessions at Extension Start Date
	FV (r%) =	$	26,632,188	$	63.13	per rsf

Note: Detailed Calculations Shown on Following Pages

C-1

Northern Trust 5 Year Extension at Market

Value of Landlord Concessions and Costs

Assumptions:

	SF		Existing Premises Rent Credit		Leasing Costs
Existing Premises	311,000		$	2.25	$	8.75	(LC = Landlord + Tenant Commissions
Expansion Premises	110,834				$	8.75	at $1.75/yr * 5 Years = $8.75/rsf)
Discount Rate	8.5	%
LC Payout Date	02/01/08
Rent Credit Start Date	07/01/08
Rent Credit Stop Date	12/31/20
Extension Start Date	01/01/21

Value of Landlord Concessions and Costs at Extension Start Date
	$	26,632,188	$	63.13	per rsf

Calculations:

	Leasing Costs		Rent Credit		FV
02/01/08	$	3,691,047.50	$	—	$	11,022,699.86
03/01/08	$	—	$	—	$	—
04/01/08	$	—	$	—	$	—
05/01/08	$	—	$	—	$	—
06/01/08	$	—	$	—	$	—
07/01/08	$	—	$	58,312.50	$	168,102.03
08/01/08	$	—	$	58,312.50	$	166,919.69
09/01/08	$	—	$	58,312.50	$	165,745.65
10/01/08	$	—	$	58,312.50	$	164,579.88
11/01/08	$	—	$	58,312.50	$	163,422.30
12/01/08	$	—	$	58,312.50	$	162,272.87
01/01/09	$	—	$	58,312.50	$	161,131.52
02/01/09	$	—	$	58,312.50	$	159,998.20
03/01/09	$	—	$	58,312.50	$	158,872.85
04/01/09	$	—	$	58,312.50	$	157,755.42
05/01/09	$	—	$	58,312.50	$	156,645.84
06/01/09	$	—	$	58,312.50	$	155,544.07
07/01/09	$	—	$	58,312.50	$	154,450.05
08/01/09	$	—	$	58,312.50	$	153,363.73
09/01/09	$	—	$	58,312.50	$	152,285.04
10/01/09	$	—	$	58,312.50	$	151,213.94
11/01/09	$	—	$	58,312.50	$	150,150.38
12/01/09	$	—	$	58,312.50	$	149,094.29
01/01/10	$	—	$	58,312.50	$	148,045.64
02/01/10	$	—	$	58,312.50	$	147,004.35
03/01/10	$	—	$	58,312.50	$	145,970.40
04/01/10	$	—	$	58,312.50	$	144,943.71
05/01/10	$	—	$	58,312.50	$	143,924.25
06/01/10	$	—	$	58,312.50	$	142,911.96
07/01/10	$	—	$	58,312.50	$	141,906.78
08/01/10	$	—	$	58,312.50	$	140,908.68
09/01/10	$	—	$	58,312.50	$	139,917.60
10/01/10	$	—	$	58,312.50	$	138,933.49
11/01/10	$	—	$	58,312.50	$	137,956.29
12/01/10	$	—	$	58,312.50	$	136,985.98
01/01/11	$	—	$	58,312.50	$	136,022.48
02/01/11	$	—	$	58,312.50	$	135,065.77
03/01/11	$	—	$	58,312.50	$	134,115.78
04/01/11	$	—	$	58,312.50	$	133,172.48
05/01/11	$	—	$	58,312.50	$	132,235.81
06/01/11	$	—	$	58,312.50	$	131,305.72
07/01/11	$	—	$	58,312.50	$	130,382.18
08/01/11	$	—	$	58,312.50	$	129,465.14
09/01/11	$	—	$	58,312.50	$	128,554.54
10/01/11	$	—	$	58,312.50	$	127,650.35
11/01/11	$	—	$	58,312.50	$	126,752.52

C-2

12/01/11	$	—	$	58,312.50	$	125,861.01
01/01/12	$	—	$	58,312.50	$	124,975.76
02/01/12	$	—	$	58,312.50	$	124,096.75
03/01/12	$	—	$	58,312.50	$	123,223.91
04/01/12	$	—	$	58,312.50	$	122,357.21
05/01/12	$	—	$	58,312.50	$	121,496.61
06/01/12	$	—	$	58,312.50	$	120,642.06
07/01/12	$	—	$	58,312.50	$	119,793.53
08/01/12	$	—	$	58,312.50	$	118,950.96
09/01/12	$	—	$	58,312.50	$	118,114.31
10/01/12	$	—	$	58,312.50	$	117,283.56
11/01/12	$	—	$	58,312.50	$	116,458.64
12/01/12	$	—	$	58,312.50	$	115,639.53
01/01/13	$	—	$	58,312.50	$	114,826.17
02/01/13	$	—	$	58,312.50	$	114,018.54
03/01/13	$	—	$	58,312.50	$	113,216.59
04/01/13	$	—	$	58,312.50	$	112,420.28
05/01/13	$	—	$	58,312.50	$	111,629.57
06/01/13	$	—	$	58,312.50	$	110,844.42
07/01/13	$	—	$	58,312.50	$	110,064.80
08/01/13	$	—	$	58,312.50	$	109,290.66
09/01/13	$	—	$	58,312.50	$	108,521.96
10/01/13	$	—	$	58,312.50	$	107,758.67
11/01/13	$	—	$	58,312.50	$	107,000.75
12/01/13	$	—	$	58,312.50	$	106,248.16
01/01/14	$	—	$	58,312.50	$	105,500.86
02/01/14	$	—	$	58,312.50	$	104,758.82
03/01/14	$	—	$	58,312.50	$	104,021.99
04/01/14	$	—	$	58,312.50	$	103,290.35
05/01/14	$	—	$	58,312.50	$	102,563.86
06/01/14	$	—	$	58,312.50	$	101,842.48
07/01/14	$	—	$	58,312.50	$	101,126.17
08/01/14	$	—	$	58,312.50	$	100,414.89
09/01/14	$	—	$	58,312.50	$	99,708.62
10/01/14	$	—	$	58,312.50	$	99,007.32
11/01/14	$	—	$	58,312.50	$	98,310.95
12/01/14	$	—	$	58,312.50	$	97,619.48
01/01/15	$	—	$	58,312.50	$	96,932.87
02/01/15	$	—	$	58,312.50	$	96,251.09
03/01/15	$	—	$	58,312.50	$	95,574.11
04/01/15	$	—	$	58,312.50	$	94,901.89
05/01/15	$	—	$	58,312.50	$	94,234.40
06/01/15	$	—	$	58,312.50	$	93,571.60
07/01/15	$	—	$	58,312.50	$	92,913.46
08/01/15	$	—	$	58,312.50	$	92,259.95
09/01/15	$	—	$	58,312.50	$	91,611.04
10/01/15	$	—	$	58,312.50	$	90,966.69
11/01/15	$	—	$	58,312.50	$	90,326.88
12/01/15	$	—	$	58,312.50	$	89,691.56
01/01/16	$	—	$	58,312.50	$	89,060.72
02/01/16	$	—	$	58,312.50	$	88,434.31
03/01/16	$	—	$	58,312.50	$	87,812.30
04/01/16	$	—	$	58,312.50	$	87,194.67
05/01/16	$	—	$	58,312.50	$	86,581.39
06/01/16	$	—	$	58,312.50	$	85,972.42
07/01/16	$	—	$	58,312.50	$	85,367.73
08/01/16	$	—	$	58,312.50	$	84,767.29
09/01/16	$	—	$	58,312.50	$	84,171.08
10/01/16	$	—	$	58,312.50	$	83,579.06
11/01/16	$	—	$	58,312.50	$	82,991.21
12/01/16	$	—	$	58,312.50	$	82,407.49
01/01/17	$	—	$	58,312.50	$	81,827.88
02/01/17	$	—	$	58,312.50	$	81,252.34
03/01/17	$	—	$	58,312.50	$	80,680.85
04/01/17	$	—	$	58,312.50	$	80,113.38
05/01/17	$	—	$	58,312.50	$	79,549.90
06/01/17	$	—	$	58,312.50	$	78,990.39
07/01/17	$	—	$	58,312.50	$	78,434.81
08/01/17	$	—	$	58,312.50	$	77,883.13
09/01/17	$	—	$	58,312.50	$	77,335.34

C-3

10/01/17	$	—	$	58,312.50	$	76,791.40
11/01/17	$	—	$	58,312.50	$	76,251.29
12/01/17	$	—	$	58,312.50	$	75,714.97
01/01/18	$	—	$	58,312.50	$	75,182.43
02/01/18	$	—	$	58,312.50	$	74,653.64
03/01/18	$	—	$	58,312.50	$	74,128.56
04/01/18	$	—	$	58,312.50	$	73,607.17
05/01/18	$	—	$	58,312.50	$	73,089.46
06/01/18	$	—	$	58,312.50	$	72,575.38
07/01/18	$	—	$	58,312.50	$	72,064.92
08/01/18	$	—	$	58,312.50	$	71,558.05
09/01/18	$	—	$	58,312.50	$	71,054.75
10/01/18	$	—	$	58,312.50	$	70,554.98
11/01/18	$	—	$	58,312.50	$	70,058.73
12/01/18	$	—	$	58,312.50	$	69,565.98
01/01/19	$	—	$	58,312.50	$	69,076.68
02/01/19	$	—	$	58,312.50	$	68,590.83
03/01/19	$	—	$	58,312.50	$	68,108.40
04/01/19	$	—	$	58,312.50	$	67,629.35
05/01/19	$	—	$	58,312.50	$	67,153.68
06/01/19	$	—	$	58,312.50	$	66,681.36
07/01/19	$	—	$	58,312.50	$	66,212.35
08/01/19	$	—	$	58,312.50	$	65,746.65
09/01/19	$	—	$	58,312.50	$	65,284.22
10/01/19	$	—	$	58,312.50	$	64,825.04
11/01/19	$	—	$	58,312.50	$	64,369.09
12/01/19	$	—	$	58,312.50	$	63,916.35
01/01/20	$	—	$	58,312.50	$	63,466.79
02/01/20	$	—	$	58,312.50	$	63,020.40
03/01/20	$	—	$	58,312.50	$	62,577.15
04/01/20	$	—	$	58,312.50	$	62,137.01
05/01/20	$	—	$	58,312.50	$	61,699.97
06/01/20	$	—	$	58,312.50	$	61,266.00
07/01/20	$	—	$	58,312.50	$	60,835.08
08/01/20	$	—	$	58,312.50	$	60,407.20
09/01/20	$	—	$	58,312.50	$	59,982.33
10/01/20	$	—	$	58,312.50	$	59,560.44
11/01/20	$	—	$	58,312.50	$	59,141.52
12/01/20	$	—	$	58,312.50	$	58,725.55
Total					$	26,632,188.15

C-4

EX-10.(XIV)

Exhibit 10(xiv)

AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

(Effective January 1, 2008)

The Northern Trust Corporation 2002 Stock Plan (the “2002 Plan”) was adopted on February 19, 2002 and became effective as of April 16, 2002. The 2002 Plan was amended on February 17, 2004 and was amended and restated effective as of April 17, 2007. The amended and restated 2002 Plan was designated the “Amended and Restated Northern Trust Corporation 2002 Stock Plan.” The Amended and Restated Northern Trust Corporation 2002 Stock Plan is hereby further amended and restated generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004.

1. Purpose. The purpose of the Plan is to promote the growth and profitability of the Corporation and its Subsidiaries by (a) encouraging outstanding individuals to accept or continue employment with the Corporation and its Subsidiaries or to serve as Directors of the Corporation, and (b) providing those persons with incentive compensation opportunities in the form of Stock Options and other Awards based on the value or increase in the value of shares of Common Stock of the Corporation, thereby aligning their interests with those of the Corporation’s stockholders.

2. Administration.

(a) The Committee shall administer the Plan, except as otherwise determined by the Board. The Committee shall consist of at least two (2) Directors as the Board may designate from time to time. Notwithstanding anything to the contrary contained herein, membership of the Committee shall be limited to Board members who meet the “non–employee director” definition in Rule 16b-3 under Section 16 of the Exchange Act and the “outside director” definition under Section 162(m) of the Code and the regulations thereunder.

(b) The Committee shall have full power and authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement entered into under the Plan, and to make all other determinations that may be necessary or desirable for the administration of the Plan. Any interpretation of the Plan by the Committee shall be final and binding on all persons.

(c) The Committee may delegate the administration of the Plan, in whole or in part, on such terms and conditions as it may impose, to such other person or persons as it may determine in its discretion, except with respect to Awards to officers subject to Section 16 of the Exchange Act or officers who are or may be Covered Employees and except to the extent prohibited by applicable law or the applicable rules of a stock exchange.

3. Participants.

(a) Participants shall consist of Directors and Employees whom the Committee may designate from time to time to receive Awards under the Plan. Awards may be granted to Participants who are or were previously Participants under this or other plans of the Corporation or any Subsidiary and, with the agreement of the Participant, may be granted in substitution, exchange or cancellation of any rights or benefits then or theretofore held under this or other plans of the Corporation or any Subsidiary. The Corporation may continue to award bonuses and other compensation to Participants under other programs now in existence or hereafter established.

(b) The Committee shall have the authority to amend the Plan or the terms and conditions relating to an Award to the extent necessary or appropriate to comply with applicable law, regulation or accounting rules in order to permit Employees who are located outside of the United States to participate in the Plan.

4. Awards.

(a) The following types of Awards may be granted under the Plan, either alone or in combination with other Awards: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Performance Shares, (iv) Stock Awards and (v) Stock Units.

(b) The Committee may, in its discretion, provide that any Award granted under the Plan shall be subject to the attainment of performance goals in order to qualify such Award as “performance-based compensation” within the meaning of Section 162(m) of the Code. Performance goals may be based on one or more business criteria, including, but not limited to: (i) return on equity, (ii) earnings or earnings per share, (iii) Common Stock price, (iv) return on assets, (v) return on investment, (vi) net income, (vii) expense management, (viii) credit quality, (ix) revenue growth, or (x) operating leverage. Corporate performance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or indices selected by the Committee. In addition, corporate performance goals may be adjusted for any events or occurrences (including extraordinary charges, losses from discontinued operations, restatements and accounting charges, and other unplanned special charges such as restructuring expenses, acquisition expenses and strategic loan loss provisions) as may be determined by the Committee. Corporate performance goals may be particular to one or more business units, lines of business or Subsidiaries or may be based on the performance of the Corporation as a whole. The corporate performance goals and the performance targets established thereunder by the Committee may be identical for all Participants for a given performance period or, at the discretion of the Committee, may differ among such Participants.

- 2 -

5. Shares Issuable Under the Plan.

(a) An aggregate of 40,000,000 shares of Common Stock, consisting of authorized but unissued shares or treasury shares, may be issued under the Plan from and after the date of its initial adoption. Such aggregate number of shares shall be adjusted in accordance with the provisions of Section 11 of the Plan.

(b) The maximum number of shares of Common Stock as to which a Participant may receive Stock Options or Stock Appreciation Rights in any calendar year is 500,000, as such number shall be adjusted in accordance with the provisions of Section 11 of the Plan. The maximum number of shares for Awards (other than Stock Options and Stock Appreciation Rights) intended to qualify as “performance-based compensation” in accordance with Section 4(b) of the Plan that may be granted to any Participant in any calendar year is 150,000, as such number shall be adjusted in accordance with the provisions of Section 11 of the Plan. The maximum number of shares of Common Stock issuable under the Plan as Incentive Stock Options is 22,000,000, as such number shall be adjusted in accordance with the provisions of Section 11 of the Plan. The maximum number of shares of Common Stock available for Awards other than Stock Options or Stock Appreciation Rights after April 17, 2007 is 10,000,000, as such number shall be adjusted in accordance with the provisions of Section 11 of the Plan.

(c) Any shares of Common Stock subject to an Award may thereafter be subject to a new Award under the Plan if there is a lapse, cancellation, forfeiture, surrender, expiration or termination of any such prior Award, or if shares are issued under such Award and thereafter are reacquired by the Corporation pursuant to rights reserved by the Corporation upon issuance thereof.

(d) A share of Common Stock subject to a Stock Option and its related Stock Appreciation Right shall only be counted once for purposes of this Section 5.

6. Stock Options. The Committee may, in its discretion, grant Stock Options under the Plan to any Participant hereunder. Each Stock Option granted hereunder shall be subject to such terms and conditions as the Committee may determine at the time of grant, the general provisions of the Plan, the terms and conditions of the applicable Stock Option Agreement, and the following specific rules:

(a) Stock Options granted to a Participant under the Plan shall be governed by a Stock Option Agreement, which shall specify such terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) Stock Options shall consist of options to purchase Common Stock at exercise prices not less than 100% of the Fair Market Value thereof on the date the Stock Options are granted.

- 3 -

(c) Stock Options shall be exercisable for such period as specified by the Committee, but in no event may Stock Options be exercisable for a period of more than ten years after their date of grant,

(d) In addition to the general terms and conditions set forth in this Section 6 in respect of Stock Options granted under the Plan, Incentive Stock Options granted under the Plan shall be subject to the following additional terms and conditions: (i) the exercise price of each Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock subject to such Incentive Stock Option on the date of grant; (ii) Incentive Stock Options shall be exercisable not later than ten years after the date of grant; (iii) in the case of an Incentive Stock Option granted to a Participant who, at the time of grant, owns (as determined under Section 424(d) of the Code) stock of the Corporation or its Subsidiaries possessing more than 10% of the total combined voting power of all classes of stock of any such corporation, the exercise price shall be at least 110% of the Fair Market Value of the Common Stock subject to the Incentive Stock Option at the time it is granted, and the Incentive Stock Option, by its terms, shall not be exercisable after the expiration of five (5) years from the date of its grant; and (iv) the aggregate Fair Market Value (determined with respect to each Incentive Stock Option as of the time such Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all Incentive Stock Option plans of the Corporation and its Subsidiaries) shall not exceed $100,000.

(e) Stock Options may provide that they may be exercised by payment of the exercise price (i) in cash, (ii) by the Corporation’s withholding a portion of the shares of Common Stock otherwise distributable to the Participant, (iii) by the Participant’s actual delivery of previously acquired shares of Common Stock that are acceptable to the Committee, (iv) by certification of ownership by attestation of such previously acquired shares, (v) by delivery of a properly executed notice of exercise, together with irrevocable instructions to a broker or similar third party to deliver promptly to the Corporation the amount of sale proceeds from the sale of the option shares to pay the exercise price and any withholding taxes due to the Corporation, or (vi) by any other method of payment as the Committee, in its discretion, deems appropriate. In the event that the exercise price of a Stock Option is paid in whole or in part by the withholding or delivery of shares of Common Stock pursuant to clause (ii), (iii) or (iv) above, the number of shares so withheld or delivered shall be the number of shares having an aggregate Fair Market Value equal to the exercise price, or portion thereof, so paid.

(f) If a Participant delivers shares of Common Stock to pay all or a part of the exercise price of a Stock Option, or uses shares of Common Stock to satisfy any federal, state or local tax withholding requirements, the Participant may receive, at the discretion of the Committee, an additional Stock Option

- 4 -

(“Replacement Option”) equal to the sum of the number of shares delivered in payment of the exercise price and the number of shares used to pay withholding taxes. A Replacement Option shall have a term that shall not extend beyond the term of the Stock Option to which it relates and shall have an exercise price equal to the Fair Market Value of the Common Stock on the grant date of the Replacement Option. Replacement Options may be subject to such other terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine. Replacement Options may be granted in connection with the exercise of Stock Options granted under this Plan or any other plan of the Corporation.

(g) The Committee may prescribe such other terms and conditions applicable to Stock Options granted to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or any Stock Option Agreement.

7. Stock Appreciation Rights. The Committee may, in its discretion, grant a Stock Appreciation Right under the Plan to the holder of any Stock Option granted hereunder. Each Stock Appreciation Right granted hereunder shall be subject to such terms and conditions as the Committee may determine at the time of grant, the general provisions of the Plan, the terms and conditions of the applicable Stock Appreciation Right Agreement, and the following specific rules:

(a) Stock Appreciation Rights granted to a Participant under the Plan shall be governed by a Stock Appreciation Right Agreement, which shall specify such terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) A Stock Appreciation Right may be granted in connection with a Stock Option at the time of the grant of the Stock Option or at any time thereafter up to six months prior to the expiration of the Stock Option.

(c) Each Stock Appreciation Right will entitle the holder to elect to receive, in lieu of exercising the Stock Option to which it relates, an amount (payable in cash or in shares of Common Stock of the Corporation, or a combination thereof, determined by the Committee and set forth in the related Stock Appreciation Right Agreement) of up to 100% (or such lesser percentage as determined by the Committee and set forth in the related Stock Appreciation Right Agreement) of the excess of (i) the Fair Market Value per share of Common Stock on the date of exercise of such Stock Appreciation Right, multiplied by the number of shares of the Common Stock with respect to which the Stock Appreciation Right is being exercised, over (ii) the aggregate exercise price under the terms of the related Stock Option for such number of shares.

(d) Each Stock Appreciation Right will be exercisable at the time and to the extent that the Stock Option to which it relates is exercisable, provided that no Stock Appreciation Right shall be exercisable during the first six months following the date of its grant.

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(e) Upon exercise of a Stock Appreciation Right, the Stock Option (or portion thereof) with respect to which such Stock Appreciation Right is exercised and any other Stock Appreciation Rights with respect to such Stock Option (or portion thereof) shall be surrendered to the Corporation and shall not thereafter be exercisable.

(f) Exercise of a Stock Appreciation Right will reduce the number of shares of Common Stock purchasable pursuant to the related Stock Option and available under the Plan to the extent of the total number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.

(g) The Committee may prescribe such other terms and conditions applicable to Stock Appreciation Rights granted to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or any Stock Appreciation Right Agreement.

8. Performance Shares. The Committee may, in its discretion, grant Performance Shares under the Plan to any Participant hereunder. Each Performance Share granted hereunder shall be subject to such terms and conditions as the Committee may determine at the time of grant, the general provisions of the Plan, the terms and conditions of the related Performance Share Agreement, and the following specific rules:

(a) Performance Shares granted to a Participant under the Plan shall be governed by a Performance Share Agreement, which shall specify such terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) With respect to each performance period, the Committee shall establish such performance goals relating to one or more of the business criteria identified in Section 4(b) of the Plan.

(c) With respect to each performance period, the Committee shall establish targets for Participants for achievement of performance goals. No later than two and one-half months following the calendar year in which a performance period ends, the Committee shall determine the extent to which performance goals for that performance period have been achieved and shall authorize credit as of the end of such performance period of Performance Shares to the accounts of Participants for whom targets were established, in accordance with the terms of the applicable Performance Share Agreements.

(d) The Committee may prescribe such other terms and conditions applicable to Performance Shares granted to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or any Performance Share Agreement.

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9. Stock Awards. The Committee may, in its discretion, grant, or sell for such amount of cash, Common Stock or such other consideration as the Committee deems appropriate (which amount may be less than the Fair Market Value of the Common Stock on the date of grant or sale), shares of Common Stock under the Plan to any Participant hereunder. Each share of Common Stock granted or sold hereunder shall be subject to such restrictions, conditions and other terms as the Committee may determine at the time of grant or sale, the general provisions of the Plan, the restrictions, terms and conditions of the related Stock Award Agreement, and the following specific rules:

(a) Shares of Common Stock issued to a Participant under the Plan shall be governed by a Stock Award Agreement, which shall specify whether the shares of Common Stock are granted or sold to the Participant and such other provisions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) The Corporation shall issue, in the name of the Participant, stock certificates representing the total number of shares of Common Stock granted or sold to the Participant, as soon as may be reasonably practicable after such grant or sale, which shall be held by the Secretary of the Corporation as provided in subsection (e) hereof.

(c) Subject to the provisions of subsection (b) hereof, and the restrictions set forth in the related Stock Award Agreement, the Participant receiving a grant of or purchasing Common Stock shall thereupon be a stockholder with respect to all of the shares represented by such certificate or certificates and shall have the rights of a stockholder with respect to such shares, including the right to vote such shares and to receive dividends and other distributions paid with respect to such shares.

(d) The Committee, in its discretion, shall have the power to accelerate the date on which the restrictions contained in any Stock Award Agreement shall lapse with respect to any or all shares of Common Stock granted or sold under the Plan.

(e) The Secretary of the Corporation shall hold the certificate or certificates representing shares of Common Stock issued under this Section 9 of the Plan on behalf of each Participant who holds such shares, whether by grant or sale, until such time as the Common Stock is forfeited, resold to the Corporation, or the restrictions lapse.

(f) The Committee may prescribe such other restrictions, terms and conditions applicable to the shares of Common Stock issued to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or any Stock Award Agreement, including, without limitation, terms providing for a lapse of the restrictions of this Section 9 or in any Stock Award Agreement, in installments.

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(g) Notwithstanding the provisions of subsections (b) and (e) above, the Corporation, in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant on a non–certificated basis, with the ownership of such shares by the Participant evidenced solely by book entry in the records of the Corporation’s transfer agent; provided, however that following the lapse of all restrictions with respect to the shares granted or sold to a Participant, the Corporation, upon the written request of the Participant, shall issue, in the name of the Participant, stock certificates representing such shares.

10. Stock Units. The Committee may, in its discretion, award Stock Units under the Plan to Participants hereunder. Each Stock Unit granted hereunder shall be subject to such terms and conditions as the Committee may determine at the time of grant, the general provisions of the Plan, the terms and conditions of the applicable Stock Unit Agreement and the following specific rules:

(a) Grants of Stock Units to a Participant under the Plan shall be governed by a Stock Unit Agreement, which shall specify such terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) Stock Units shall be denominated in an equal number of shares of Common Stock of the Corporation, as determined by the Committee, and shall be payable either in shares of Common Stock or in cash, as provided in the Stock Unit Agreement.

(c) Any Stock Unit may provide that the Participant shall receive, on the date of payment of any dividend on Common Stock occurring during the period preceding payment of the Award, an amount in cash equal in value to the dividends that the Participant would have received had he been the actual owner of the number of shares of Common Stock designated by the Committee at the time of the Award.

(d) The Corporation’s obligation to make payments or distributions with respect to Stock Units shall not be funded or secured in any manner.

(e) The Committee may prescribe such other terms and conditions applicable to Stock Units granted to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or any Stock Unit Agreement.

11. Adjustment. ln the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of the Corporation or any similar corporate transaction, the Committee or the Board shall

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make such adjustments as are necessary and appropriate to preserve the benefits or intended benefits of the Plan and Awards granted under the Plan. Such adjustments may include: (a) adjustment in the number and kind of shares reserved for issuance under the Plan; (b) adjustment in the number and kind of shares covered by outstanding Awards; (c) adjustment in the exercise price of outstanding Stock Options and SARs or the price of other Awards under the Plan; (d) adjustments to any of the shares limitations set forth in Section 5 of the Plan; and (e) any other changes that the Committee or the Board determine to be equitable under the circumstances.

12. Nontransferability. Except as provided below, each Award granted under the Plan to a Participant shall not be transferable by the Participant other than by will or the laws of descent and distribution and shall be exercisable, during the Participant’s lifetime, only by the Participant or, in the event of disability, by the Participant’s personal representative. In the event of the death of a Participant during employment or prior to the termination, expiration, cancellation or forfeiture of any Award held by the Participant hereunder, each Award theretofore granted to the Participant shall be exercisable or payable to the extent provided therein but no later than five years after his death and then only:

(a) by or to the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant’s rights under the Award shall pass by will or the laws of descent and distribution or as provided in the Award Agreement; and

(b) to the extent set forth in the Award Agreement.

Notwithstanding the foregoing, the Committee may set forth in the Stock Option Agreement for a Non-Qualified Stock Option, at the time of grant or thereafter, that the Non-Qualified Stock Option may be transferred by the Participant, subject to such terms and conditions as may be established by the Committee.

13. Change in Control.

(a) The Committee may, in its discretion, at the time an Award is made hereunder or at any time prior to a Change in Control of the Corporation, provide for the acceleration of any time periods relating to the exercise or realization of such Awards so that such Awards may be exercised or realized as of the date of a Change in Control of the Corporation, including specifically that as of such date: (i) all outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable; (ii) all performance goals under any Award shall be deemed fully achieved; (iii) all outstanding Performance Shares shall become fully vested and distributable; (iv) all restrictions on outstanding Stock Awards shall lapse; and (v) all restrictions on outstanding Stock Units shall lapse and such Stock Units shall become fully vested and, in the case of Stock Units that are not subject to Code Section 409A, distributable. The Committee may, in its discretion, include such further provisions and limitations in the Award Agreement as it may deem equitable and in the best interests of the Corporation.

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Provisions for acceleration and any further provisions and limitations included by the Committee pursuant to this subsection (a) must satisfy the requirements of Code Section 409A and applicable regulations and other guidance promulgated thereunder so as to avoid the income tax, interest and penalty provisions of Section 409A.

(b) A “Change in Control” shall be deemed to have occurred if:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii) the election to the Board of Directors of the Corporation, without the recommendation or approval of two-thirds of the incumbent Board of Directors of the Corporation, of the lesser of: (A) three directors; or (B) directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board of Directors of the Corporation for purposes of this section; or

(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other company, other than (A) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities

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Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; or

(iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

For purposes of the foregoing, the following definitions shall apply:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a form 13-G; “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time; and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

14. Other Provisions.

(a) Any Award under the Plan shall be subject to other provisions as the Committee determines, including, without limitation, provisions for the installment purchase of Common Stock under Stock Options, provisions to assist the Participant in financing the acquisition of Common Stock, provisions for the forfeiture of, or restrictions on resale or other disposition of shares

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acquired under any Award, provisions to comply with Federal or state securities laws and stock exchange requirements, provisions permitting acceleration of exercise or the lapse of restrictions in the event of death, disability or retirement, understandings or conditions as to the Participant’s employment in addition to those specifically provided for under the Plan, provisions for the forfeiture of Awards in the event of breach of noncompetition or confidentiality agreements during or following termination of employment, provisions permitting the deferral of the receipt of Awards for such period and upon such terms and conditions as the Committee shall determine, provisions giving the Corporation the right to repurchase shares acquired under any Award in the event the Participant elects to dispose of such shares, provisions requiring the achievement of specified performance goals, and provisions permitting acceleration of exercise upon the occurrence of specified events or otherwise in the discretion of the Committee. Notwithstanding the preceding provisions of this Section, provisions permitting the deferral of the receipt of Awards must satisfy the requirements of Code Section 409A and applicable regulations and guidance promulgated thereunder so as to avoid the income tax, interest and penalty provisions of Section 409A.

(b) An Award that would otherwise be distributed to a Participant in a given calendar year may be delayed to the extent that the Corporation reasonably anticipates that if the payment were made as scheduled the Corporation’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m). Awards not paid as a result of the above limitation shall be paid in the earlier of (i) the Corporation’s first taxable year in which the Corporation reasonably anticipates that if the payment is made during such year the deduction of such payment will not be barred by application of Section 162(m), or (ii) the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Corporation in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant’s Separation from Service.

(c) (i)   Anything in the Plan to the contrary notwithstanding, if as of the date a Participant incurs a Separation from Service, the Participant is a Key Employee, any distribution of an Award that is subject to the provisions of Code Section 409A to such Participant due to such Separation from Service that would otherwise be made during the six months following such Separation from Service shall be made six months and one day following such Separation from Service.

(ii) “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Corporation’s Key Employees shall be identified annually pursuant to Section 14(c)(iii).

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(iii) The Specified Employee Identification Date as defined in Treas. Reg. §1.409A-1(i)(3), to be used in determining Key Employees of the Corporation shall be September 30 of any calendar year. The January 1 of the calendar year next following that calendar year shall be the Specified Employee Effective Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

15. Taxes. The Corporation shall have the right to deduct from any payment to be made under the Plan the amount of any taxes required by law to be withheld from such payment, or to require a Participant to pay to the Corporation such amount required to be withheld prior to the issuance or delivery of any shares of Common Stock or the payment of any cash in connection with any Award under the Plan. The Committee may, in its discretion and subject to such rules as it may adopt, permit a Participant to elect to satisfy such withholding obligations through cash payment by the Participant, the surrender of shares of Common Stock acceptable to the Committee which the Participant already owns or through the surrender of shares of Common Stock which the Participant is otherwise entitled to receive under the Plan.

16. Amendment, Suspension or Termination of Plan. The Board may at any time amend, suspend or terminate the Plan as it deems advisable and in the best interests of the Corporation; provided, that no amendment, suspension or termination shall adversely affect the right of any Participant under any outstanding Award in any material way without the written consent of the Participant, unless such amendment, suspension or termination is required by applicable law. No amendment of the Plan shall be made without stockholder approval if stockholder approval is required by law, regulation or stock exchange rule. Anything in this Section 16 or elsewhere in the Plan to the contrary notwithstanding:

(a) the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

(b) the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

17. No Contract of Employment. Neither the adoption of the Plan nor the grant of any Award under the Plan shall be deemed to obligate the Corporation or any Subsidiary to continue the employment of any Participant for any particular period, nor shall the granting of an Award constitute a request or consent to postpone the retirement date of any Participant.

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18. Effective Date.

(a) The Plan was adopted by the Board on February 19, 2002 and became effective as of April 16, 2002 upon approval by the Corporation’s stockholders at the 2002 annual meeting of stockholders.

(b) Notwithstanding anything to the contrary contained herein, no Awards shall be granted under the Plan on or after April 16, 2012.

19. Applicable Law. All questions pertaining to the validity, construction and administration of the Plan and all Awards granted under the Plan shall be determined in conformity with the laws of the State of Illinois, without regard to the conflict of law provisions of any state, and, in the case of Incentive Stock Options, Section 422 of the Code and regulations issued thereunder.

20. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Award” shall mean any award or benefit granted under the Plan, including, without limitation, Stock Options, Stock Appreciation Rights, Performance Shares, Stock Awards and Stock Units.

(b) “Award Agreement” shall mean, as applicable, a Stock Option Agreement, Stock Appreciation Agreement, Performance Share Agreement, Stock Award Agreement, Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan.

(c) “Board” shall mean the Board of Directors of the Corporation.

(d) “Change in Control” shall have the meaning set forth in Section 13(b) of the Plan.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f) “Committee” shall mean the Compensation and Benefits Committee of the Board or such other committee of the Board as maybe designated by the Board from time to time to administer the Plan.

(g) “Common Stock” shall mean the Common Stock, par value $1.66 2/3 per share, of the Corporation.

(h) “Corporation” shall mean Northern Trust Corporation, a Delaware corporation.

(i) “Covered Employee” shall mean “covered employee” as that term is defined in Section 162(m) of the Code or any successor provision.

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(j) “Director” shall mean a director of the Corporation.

(k) “Employee” shall mean an employee of the Corporation or any Subsidiary; it being understood that an Award (other than an Incentive Stock Option) may be granted in connection with the hiring of a person prior to the date the person becomes an employee of the Corporation or any Subsidiary, provided that such Award shall not vest prior to the commencement of employment.

(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(m) “Fair Market Value” shall mean the fair market value of the Common Stock, as determined by the Committee.

(n) “Incentive Stock Option” shall mean an option granted under Section 6 of the Plan that meets the requirements of Section 422(b)of the Code or any successor provision.

(o) “Non-Qualified Stock Option” shall mean an option granted under Section 6 of the Plan that is not an Incentive Stock Option.

(p) “Participant” shall mean any Employee or Director selected to receive an Award.

(q) “Performance Share” shall mean a grant of a right to receive shares of Common Stock under Section 8 of the Plan.

(r) “Plan” shall mean the Amended and Restated Northern Trust Corporation 2002 Stock Plan, as amended and restated effective January 1, 2008.

(s) “Replacement Option” shall mean an option granted under Section 6(f) of the Plan.

(t) “Separation from Service” shall mean that a Participant dies, retires or otherwise has a termination of employment with the Corporation. A termination of employment will be deemed to occur when the Corporation and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Corporation after a certain date will permanently decrease to less than 50 percent of the average level of bona fide services performed by the Participant for the Corporation in the immediately preceding 36 months (or the full period of the Participant’s services to the Corporation if the Participant has been providing services to the Corporation for less than 36 months). The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (i) only if there is a reasonable expectation that the Participant will return to active employment status, and (ii) only to the extent that such leave of absence does

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not exceed 6 months, or, if longer, for so long as the Participant has a statutory or contractual right to reemployment. For purposes of this Section 20(t), references to the Corporation shall include the Corporation and any person with whom the Corporation is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Corporation would be considered a single employer under Code Section 414(c) substituting 50% for the 80% standard that would otherwise apply.

(u) “Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.

(v) “Stock Award” shall mean a grant of shares of Common Stock under Section 9 of the Plan.

(w) “Stock Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option granted under Section 6 of the Plan.

(x) “Stock Unit” shall mean a grant of a right to receive shares of Common Stock or cash under Section 10 of the Plan.

(y) “Subsidiary” shall mean any entity that is directly or indirectly controlled by the Corporation or any entity in which the Corporation has a significant equity or other interest, as determined by the Committee in its discretion.

21. The Stock Options, Stock Appreciation Rights, Performance Shares and Stock Awards granted under the Plan are intended to be exempt from, and the Stock Units granted under the Plan are intended to comply in all applicable respects with, the requirements of Code Section 409A, and the Plan shall be construed and administered so as to cause such Awards to be exempt from or comply with that Code section, respectively, as applicable.

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EX-10.(XIV).(1)

Exhibit 10(xiv)(1)

TERMS AND CONDITIONS

2008 EXECUTIVE STOCK OPTION

UNDER THE AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

1. Governing Documents. Your stock option grant is subject to the provisions of the Amended and Restated Northern Trust Corporation 2002 Stock Plan (the “Plan”) and the stock option notice (the “Option Notice”). The Option Notice and these Terms and Conditions constitute the “Stock Option Agreement” as defined in the Plan. If there is any conflict between the information in the Stock Option Agreement and the Plan, the Plan will govern. These Terms and Conditions apply to non-qualified stock options and incentive stock options issued under the Plan.

2. Amendments. The Compensation and Benefits Committee of the Board of Directors (the “Committee”) may amend the terms of the Plan or the Stock Option Agreement at any time, except that any amendment that adversely affects your rights in any material way requires your written consent.

3. Exercise Limitations. Your stock option is exercisable from and after the vesting date(s) set forth on the Option Notice until the ten (10)-year anniversary of the date the option was granted (the “Expiration Date”), except as provided below:

• Change in Control. Your stock option (whether vested or unvested) becomes vested and exercisable from and after the date of a “Change in Control” (as defined in the Plan) of the Corporation. Please see “Other Termination of Employment” below for additional provisions relating to a “Change in Control.”

• Death. If you die while employed, your stock option (whether vested or unvested) becomes vested and exercisable as of the date of your death and may be exercised by your beneficiary at any time until the earlier of (a) five (5) years following your death and (b) the Expiration Date. If you do not name a beneficiary (or your beneficiary dies before you), your stock option will pass to the following persons in the order indicated:

• Your spouse; if none, then,

• Your children (in equal amounts); if none, then,

• Your parents (in equal amounts); if none, then,

• Your brothers and sisters (in equal amounts); if none, then,

• Your estate.

• Retirement. If you retire, your stock option continues to vest in accordance with its terms, and, once vested, it may be exercised at any time until the earlier of (a) five (5) years following the effective date of your retirement and (b) the Expiration Date. The terms “retire” and “retirement” mean retirement occurring by reason of your having qualified for a Normal, Early, or Postponed Retirement Pension under The Northern Trust Company Pension Plan. You should be aware that an unexercised incentive stock option automatically converts into a non-qualified stock option three (3) months after termination of employment due to retirement pursuant to the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) relating to incentive stock options.

• Special Circumstances. If (a) on the date of grant, you are a Management Group member, and (b) on the date of your termination of employment, you are age 55 or older and have a minimum of 10 years of employment with the Corporation or its Subsidiaries, then your stock option continues to vest in accordance with its terms, and, once vested, it may be exercised at any time until the earlier of (i) five (5) years following the date of your termination of employment and (ii) the Expiration Date. You should be aware that an unexercised incentive stock option automatically converts into a non-qualified stock option three (3) months after termination of employment under the described circumstances pursuant to the applicable provisions of the Code.

• Disability. If you become disabled while employed, your stock option (whether vested or unvested) becomes vested and exercisable upon your disability and may be exercised at any time until the earlier of (a) five (5) years following your disability, and (b) the Expiration Date. The term “disability” means a disability that continues for a period of 12 months as defined by Northern Trust’s Managed Disability Program, at which date you are terminated from the Plan. You should be aware that an unexercised incentive stock option automatically converts into a non-qualified stock option three months after termination from the Plan due to disability pursuant to the applicable provisions of the Code relating to incentive stock options.

• Severance. If your employment is terminated under circumstances that entitle you to severance benefits under the Northern Trust Corporation Severance Plan (the “Severance Plan”), and you have executed and not revoked a settlement agreement, waiver and release under the Severance Plan (a “Release”), your stock option (whether vested or unvested) becomes vested and exercisable as of the date of your termination of employment and may be exercised at any time until the earlier of (a) one-hundred and eighty (180) days following your termination of employment under the Severance Plan and (b) the Expiration Date. If you are eligible for a Normal, Early, or Postponed Pension Retirement Pension upon termination of employment under the Severance Plan, your stock option (whether vested or unvested) becomes vested and exercisable as of the date of your termination of employment and may be exercised at any time until the earlier of (a) five (5) years following the effective date of your retirement and (b) the Expiration Date. You should be aware that an unexercised

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incentive stock option automatically converts into a non-qualified stock option three (3) months after termination of employment in these circumstances pursuant to the applicable provisions of the Code relating to incentive stock options.

• Other Termination of Employment. Except as set forth below, if (a) your employment terminates for any reason other than death, retirement or a severance under the Severance Plan for which you have executed and not revoked a Release, and (b) you are not terminated from the Plan due to disability pursuant to the “Disability” provisions described above, your stock option, if and to the extent vested as of the date of your termination of employment, may be exercised at any time until the earlier of (i) three (3) months following the date of your termination of employment and (ii) the Expiration Date. Your stock option, if and to the extent unvested as of the date of your termination of employment, expires as of the date of your termination of employment. A termination of employment shall not be deemed to occur by reason of your transfer between the Corporation and a Subsidiary of the Corporation or between two Subsidiaries of the Corporation. The post-termination exercise provision of this sub-paragraph shall apply to you if you become a consultant to the Corporation or a Subsidiary of the Corporation upon termination of your employment from the Corporation or a Subsidiary of the Corporation. Notwithstanding the foregoing, if, within the two-year period following a Change in Control, (A) your employment by the Corporation or a subsidiary of the Corporation is terminated for any reason other than death, retirement or a severance under the Severance Plan for which you have executed and not revoked a Release, and (B) you are not terminated from the Plan due to disability pursuant to the “Disability” provisions described above, then (except as may otherwise be specified in an Employment Security Agreement between you and the Corporation), your stock option, to the extent vested, may be exercised at any time until the earlier of (I) six (6) months following the date of your termination of employment, and (II) the Expiration Date; provided, however, you should be aware that an unexercised incentive stock option automatically converts into a non-qualified stock option three (3) months after termination of employment in connection with a Change of Control pursuant to the applicable provisions of the Code relating to incentive stock options.

4. Re-Employment. If, after your termination of employment, you are re-employed by the Corporation or one of its Subsidiaries, upon your return you will be considered a new hire. Options that previously expired upon your termination of employment remain expired and are not reinstated.

5. Exercise of Options.

• How to Exercise. You may exercise your stock option through the H. R. Service Center at (800) 807-0302 or online through My Place. Inquiry and modeling capabilities are also available online.

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• Black-out Period. Due to federal securities law concerns, the Corporation has a “black-out” policy which restricts any exercise of your stock option around quarterly corporate earnings announcements. Please refer to the “Statement of Confidential Information and Securities Trading” for further information about the Corporation’s black-out policy. You may access this document online through My Passport. From the homepage click on Corporate-wide Services, and then Corporate Policies.

6. Nontransferability. Your stock option is not transferable other than as provided in these Terms and Conditions, except that you, with the prior approval of the Committee, may transfer a non-qualified stock option (but not an incentive stock option) under certain circumstances and subject to the terms and conditions of the Plan and such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the non-qualified stock option prior to the transfer. Except as described in the prior sentence, your stock option (whether a non-qualified stock option or an incentive stock option) is exercisable, during your lifetime, only by you or your personal representative. Additional written information regarding the mechanics and consequences of transferring a non-qualified stock option is available from the Corporate Secretary. You should request and review this information prior to making a request to transfer a non-qualified stock option.

7. Withholding/Delivery of Shares. Delivery of shares of Common Stock upon exercise of your stock option is subject to the withholding of all applicable federal, state, and local taxes. At your election, any tax withholding obligation shall be satisfied by the Corporation’s withholding a portion of the shares otherwise distributable to you or by your delivery of previously acquired shares. Payment of federal income taxes may be accomplished through a combination of withholding of shares and delivery of previously acquired shares. The Corporation may delay the issuance or delivery of shares of Common Stock if the Corporation reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which the Corporation reasonably anticipates that such issuance or delivery will not cause such violation. As an option holder, you have no interest in the shares covered by the option until the shares are actually issued.

8. Restricted Activity. Despite anything to the contrary in these Terms and Conditions, your stock options (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to honor the exercise of the stock options by you (or your beneficiary), if you:

(a) at any time after the date of these Terms and Conditions, have divulged, directly or indirectly, or used for your own or another’s benefit, any Confidential Information; or

(b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after you cease to be employed by the Corporation or any of its Subsidiaries for any reason, have Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any

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employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit any Solicitation of any Client or Prospective Client with whom I had a business relationship prior to the start of my employment with the Corporation or any of its Subsidiaries, provided no Confidential Information, directly or indirectly, is used in each Solicitation.

(c) If you shall have so engaged in any such activity described in clauses (a) or (b) above without the written consent of the Corporation, your stock options (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to you within a reasonable period of time after the Corporation acquires knowledge of your violation of this Section 8. Any failure by you to comply with this Section 8 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of your unexercised, unexpired or unpaid stock options (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery under any stock option occurring within twelve (12) months prior to, or at any time following, the date of your termination of employment for any reason (including but not limited to termination of employment due to retirement or disability). Upon any such rescission, (1) you shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) you shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery under any stock options, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes you from time to time the amount of any such gain realized or payment received. “Gain realized” shall be the excess of the fair market value of the Corporation’s common stock on the date of exercise over the option exercise price, multiplied by the number of shares purchased.

9. No Contract of Employment. The option grant shall not be deemed to obligate the Corporation or any of its Subsidiaries to continue your employment for any particular period, nor is employment guaranteed for the length of the vesting schedule set forth in the Option Notice.

10. Taxes. Please refer to the “Summary Description of the Northern Trust Corporation 2002 Stock Plan” for a description of the U.S. federal income tax consequences affecting non-qualified stock options and incentive stock options.

11. Applicable Law. All questions pertaining to the validity, construction and administration of the Plan and the stock option grants to which the Option Notice and these Terms and Conditions apply shall be determined in conformity with the laws of the State of Illinois, without regard to the conflict of law provisions of any state.

12. Definitions. Capitalized terms not defined in the Stock Option Agreement shall have the meanings assigned to them in the Plan. For purposes of the Stock Option Agreement:

(a) “Client” means any person or entity with which the Corporation, or any of its Subsidiaries, did business and with which you had contact, or about which you had access to Confidential Information, during the last twelve (12) months of your employment.

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(b) “Competitive Service or Product” means any service or product: (i) that is substantially similar to or competitive with any service or product that you created or provided, or of which you assisted in the creation or provision, during your employment by the Corporation or any of its Subsidiaries; or (ii) about which you had access to Confidential Information during your employment by the Corporation or any of its Subsidiaries.

(c) “Confidential Information” means any trade secrets or other information, including, but not limited to, any client information (for example, client lists, information about client accounts, borrowings, and current or proposed transactions), any internal analysis of clients, marketing strategies, financial reports or projections, business or other plans, data, procedures, methods, computer data or system program or design, devices, lists, tools, or compilation, which relate to the present or planned business of the Corporation or any of its Subsidiaries and which has not been made generally known to the public by authorized representatives of the Corporation.

(d) “Prospective Client” means any person or entity to which the Corporation, or any of its Subsidiaries or affiliates, provided, or from which the Corporation, or any of its Subsidiaries received, a proposal, bid, or written inquiry (general advertising or promotional materials and mass mailings excepted) and with which you had contact, or about which you had access to Confidential Information, during the last twelve (12) months of your employment.

(e) “Solicit” and “Solicitation” (with respect to Clients or Prospective Clients) mean directly or indirectly, and without the Corporation’s written authorization, to invite, encourage, request, or induce (or to assist another to invite, encourage, request or induce) any Client or Prospective Client of the Corporation, or any of its Subsidiaries, to: (i) surrender, redeem or terminate a product, service or relationship with the Corporation, or any of its Subsidiaries; (ii) obtain any Competitive Service or Product from you or any third party; or (iii) transfer a product, service or relationship from the Corporation, or any of its Subsidiaries, to you or any third party.

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EX-10.(XIV).(3)

Exhibit 10(xiv)(3)

TERMS AND CONDITIONS

2008 STOCK UNIT AWARD

UNDER THE AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

Your stock unit grant is subject to the provisions of the Amended and Restated Northern Trust Corporation 2002 Stock Plan (the “Plan”) and the stock unit award notice (the “Award Notice”). The Award Notice and these Terms and Condition constitute the “Stock Unit Agreement” as defined in the Plan. If there is any conflict between the information in the Stock Unit Agreement and the Plan, the Plan will govern.

1. Grant. The Corporation hereby grants to the Participant an award of Stock Units, as set forth in the Award Notice, subject to the terms and conditions of the Plan and the Stock Unit Agreement. A Stock Unit is the right, subject to the terms and conditions of the Plan and the Stock Unit Agreement, to receive a distribution of a share of Common Stock pursuant to Paragraph 6 of these Terms and Conditions.

2. Stock Unit Account. The Corporation shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of these Terms and Conditions.

3. Dividend Equivalents. Upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of these Terms and Conditions, the Corporation shall promptly (and in any event no later than March 15 of the calendar year following the calendar year in which the dividend is declared) pay to the Participant an amount in cash equal in value to the dividends that the Participant would have received had the Participant been the actual owner of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”).

4. Forfeiture. The Stock Units granted to the Participant pursuant to the Stock Unit Agreement shall be forfeited and revert to the Corporation if prior to the date on which the Stock Units vest pursuant to Paragraph 5 of these Terms and Conditions (a) the Participant violates any provision of Paragraph 7 of these Terms and Conditions, or (b) except as described in Paragraphs 5 and 8 of these Terms and Conditions, the Participant’s employment with the Corporation or any of its Subsidiaries terminates.

5. Vesting. The Participant shall become vested in the Stock Units in accordance with the vesting schedule set forth in the Award Notice, subject to (a) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions upon the Participant’s death, Retirement or Disability (each as defined below) prior to the end of the period ending on the latest vesting date set forth in the Award Notice (“Vesting Period”), or upon termination of employment prior to the end of the Vesting Period under certain

circumstances described in Paragraph 8 of these Terms and Conditions where the Participant is entitled to severance benefits, (b) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions in the event that the Participant’s employment with the Corporation or any of its Subsidiaries has terminated prior to the end of the Vesting Period and (i) the Participant is a Management Group member on the date of grant, (ii) the Participant is 55 years or older on the date of termination of employment and (iii) the Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the Vesting Period, or (c) full vesting in the event of a Change in Control (as defined in the Plan) of the Corporation. If the Participant’s employment with the Corporation or any of its Subsidiaries terminates for any reason other than as set forth above in this Paragraph 5, the Stock Units in the Participant’s Stock Unit Account that have not yet vested shall be forfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. If the Participant’s employment with the Corporation or any of its Subsidiaries terminates for any reason set forth above in this Paragraph 5, the Stock Units in the Participant’s Stock Unit Account that do not become vested under Paragraph 8 shall be forfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. The Corporation shall have no further obligation to the Participant under these Terms and Conditions following the Participant’s forfeiture of Stock Units.

For purposes of these Terms and Conditions, “Retirement” means retirement occurring by reason of the Participant having qualified for a Normal, Early, or Postponed Retirement under The Northern Trust Company Pension Plan.

For purposes of these Terms and Conditions, “Disability” means a disability that continues for a period of six (6) months as defined by Northern Trust’s Managed Disability Program.

6. Distribution. Except as provided below in this Paragraph 6 or in Paragraph 9 of these Terms and Conditions, the Participant shall become entitled to the distribution of the Participant’s Stock Units upon the date of vesting of the Stock Units pursuant to Paragraphs 5 and 8 of these Terms and Conditions; provided, however, that any Participant who is subject to Section 16 of the Securities Exchange Act of 1934 at the time of vesting (a “Section 16 Participant”) shall become entitled to the distribution of the Stock Units on the Applicable Date (as defined below) in the year in which the Stock Units vest pursuant to Paragraphs 5 and 8 of these Terms and Conditions.

Except as provided below in Paragraph 9 of these Terms and Condition, in the event of the Participant’s death prior to the end of the Vesting Period, or thereafter but prior to the full distribution to the Participant pursuant to these Terms and Conditions, the Participant’s beneficiary shall become entitled to the distribution of any vested Stock Units within 90 days after the Participant’s death, or such later date but prior to such full distribution thereof, with the number of shares vested to be determined in accordance with Paragraph 8 of these Terms and Conditions, and such distribution shall be made to such beneficiary and in such proportions as the Participant may designate in writing, and in the absence of a designation, to the following persons in the order indicated below:

• The Participant’s spouse; if none, then,

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• The Participant’s children (in equal amounts); if none, then,

• The Participant’s parents (in equal amounts); if none, then,

• The Participant’s brothers and sisters (in equal amounts); if none, then,

• The Participant’s estate.

Except as provided below in Paragraph 9 of these Terms and Conditions, in the event of (a) the Participant’s Retirement or Disability prior to the end of the Vesting Period, the Participant shall become entitled to the distribution of any vested Stock Units within 90 days after the Participant’s Retirement or Disability, with the number of shares vested to be determined in accordance with Paragraph 8 of these Terms and Conditions, or (b) a Change in Control (as defined in the Plan) prior to the end of the Vesting Period, the Participant shall become entitled to the distribution of any vested Stock Units upon the date or the occurrence of the event upon which distribution would have been made in the absence of the Change in Control.

Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of these Terms and Conditions and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

For purposes of these Terms and Conditions, “Applicable Date” with respect to a given year means the first trading day of the fourth quarter of that year, after the vesting of the Stock Units, on which the Corporation’s trading blackout is not in effect for the Section 16 Participant; or such other date in that year as the Committee or the Executive Vice President of Human Resources may determine.

In the case of a Participant whose employment terminates during the Vesting Period for any reason other than death, Retirement or Disability, under circumstances entitling the Participant to prorated vesting in accordance with the terms of Paragraphs 5 and 8, the Participant shall become entitled to the distribution of any vested Stock Units within 90 days after such termination, with the number of shares vested to be determined in accordance with Paragraph 8 of these Terms and Conditions.

For purposes of this Paragraph 6, a Participant will not be eligible for a distribution on account of Retirement, Disability, or termination of employment unless the Participant incurs a Separation from Service, as defined in the Plan.

7. Restricted Activity. Despite anything to the contrary in Paragraph 5, 6 or 8 of these Terms and Conditions, the Participant’s Stock Units (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to distribute the Stock Units to the Participant (or the Participant’s beneficiary) pursuant to Paragraph 6, or to pay any Dividend Equivalents pursuant to Paragraph 3, if the Participant:

(a) at any time after the date of these Terms and Conditions, has divulged, directly or indirectly, or used, for the Participant’s own or another’s benefit, any Confidential Information; or

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(b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after the Participant ceases to be employed by the Corporation or any of its Subsidiaries for any reason, has Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, this clause (b) shall not prohibit the Participant’s Solicitation of any Client or Prospective Client with whom he or she had a business relationship prior to the start of his or her employment with the Corporation or any of its Subsidiaries, provided no Confidential Information, directly or indirectly, is used in such Solicitation.

(c) If the Participant shall have so engaged in any such activity described in clauses (a) or (b) above without the written consent of the Corporation, the Participant’s Stock Units (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to the Participant within a reasonable period of time after the Corporation acquires knowledge of the Participant’s violation of this Paragraph 7. Any failure by the Participant to comply with this Paragraph 7 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of the Participant’s unexercised, unexpired, unpaid or deferred Stock Units (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery with respect to any Stock Units occurring within twelve (12) months prior to, or at any time following, the date of the Participant’s termination of employment for any reason (including but not limited to termination of employment due to Retirement or Disability). Upon any such rescission, (1) the Participant shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) the Participant shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery with respect to any Stock Units, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes the Participant from time to time the amount of any such gain realized or payment received. “Gain realized” shall be determined by the Committee in its sole discretion.

8. Proration.

(a) The Participant shall cease to participate in the Plan under these Terms and Conditions as of the date of the Participant’s death, Disability or Retirement. If the Participant’s death, Retirement or Disability occurs prior to the end of the Vesting Period, or if prior to the end of the Vesting Period, the Participant’s employment is terminated under circumstances that entitle the Participant to severance benefits under the Northern Trust Corporation Severance Plan (the “Severance Plan”) and the Participant has executed and not revoked a settlement agreement,

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waiver and release under the Severance Plan (a “Release”), then, in each such case, the Participant shall have credited, and be deemed vested in, on such date of death, Retirement or Disability or date of termination of employment, a pro-rated number of Stock Units as determined by multiplying the number of Stock Units which would have been distributable to the Participant if the Participant had participated in the Plan under these Terms and Conditions for the full Vesting Period, by the ratio of the number of full calendar months of the Participant’s actual participation in the Plan under these Terms and Conditions during the Vesting Period to the number of full calendar months in the Vesting Period, in all cases as determined by the Committee or the Executive Vice President of Human Resources.

(b) If, prior to the end of the Vesting Period, a Participant’s employment with the Corporation or any of its Subsidiaries has terminated and (i) the Participant is a Management Group member on the date of grant, (ii) the Participant is 55 years or older on the date of such termination, and (iii) the Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the Vesting Period, then the Participant shall have credited, and be deemed vested in, on the vesting date of the award, a pro-rated number of Stock Units as determined by multiplying the number of Stock Units which would have been distributable to the Participant if the Participant had been employed by the Corporation or any of its Subsidiaries for the full Vesting Period, by the ratio of the number of full calendar months of the Participant’s actual employment by the Corporation or any of its Subsidiaries under these Terms and Conditions during the Vesting Period to the number of full calendar months in the Vesting Period, in all cases as determined by the Committee or the Executive Vice President of Human Resources.

9. Mandatory Deferral. An amount that would otherwise be distributed hereunder in a given year may be delayed to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Corporation’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Amounts not paid as a result of the above limitation shall be paid in the earlier of (a) the Corporation’s first taxable year in which the Committee reasonably anticipates that if the payment is made during such year the deduction of such payment will not be barred by Code Section 162(m), or (b) the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Corporation in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant’s Separation from Service.

10. Delivery of Shares. The Corporation may delay the issuance or delivery of shares of Common Stock if the Corporation reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which the Corporation reasonably anticipates that such issuance or delivery will not cause such violation.

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11. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 11 of the Plan.

12. No Right to Employment. Nothing in the Plan or the Stock Unit Agreement shall be construed as creating any right in the Participant to continued employment or as altering or amending the existing terms and conditions of employment of the Participant except as otherwise specifically provided in the Stock Unit Agreement.

13. Nontransferability. No interest hereunder of the Participant is transferable except as provided in the Stock Unit Agreement.

14. Withholding. The Corporation shall have the right to deduct from any distribution made hereunder in cash any sum required to be withheld by the Corporation for federal, state or local taxes. In the case of any distribution made hereunder in shares of Common Stock, the Corporation requires as a condition of distribution that the Participant or the Participant’s beneficiary pay the Corporation the amount which the Corporation determines to be required to be withheld for federal, state or local taxes. The tax withholding obligation with respect to shares of Common Stock shall be satisfied by the Corporation’s withholding a portion of such shares otherwise distributable to the Participant. Any shares withheld shall be valued at their fair market value as of the date of distribution.

15. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

16. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

17. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, the Stock Unit Agreement or any guidelines shall be final. The Stock Unit Agreement shall be construed under the laws of the State of Illinois without regard to the conflict of law provisions of any state.

18. Sole Agreement. The Stock Unit Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of the Stock Unit Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. The Stock Unit Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

19. Definitions. Capitalized terms not defined in the Stock Unit Agreement shall have the meanings assigned to them in the Plan. For purposes of the Stock Unit Agreement:

(a) “Client” means any person or entity with which the Corporation, or any of its Subsidiaries, did business and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.

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(b) “Competitive Service or Product” means any service or product: (i) that is substantially similar to or competitive with any service or product that the Participant created or provided, or of which the Participant assisted in the creation or provision, during his or her employment by the Corporation or any of its Subsidiaries; or (ii) about which the Participant had access to Confidential Information during his or her employment by the Corporation or any of its Subsidiaries.

(c) “Confidential Information” means any trade secrets or other information, including, but not limited to, any client information (for example, client lists, information about client accounts, borrowings, and current or proposed transactions), any internal analysis of clients, marketing strategies, financial reports or projections, business or other plans, data, procedures, methods, computer data or system program or design, devices, lists, tools, or compilation, which relate to the present or planned business of the Corporation or any of its Subsidiaries and which has not been made generally known to the public by authorized representatives of the Corporation.

(d) “Prospective Client” means any person or entity to which the Corporation, or any of its Subsidiaries, provided, or from which the Corporation, or any of its Subsidiaries received, a proposal, bid, or written inquiry (general advertising or promotional materials and mass mailings excepted) and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.

(e) “Solicit” and “Solicitation” (with respect to Clients or Prospective Clients) mean directly or indirectly, and without the Corporation’s written authorization, to invite, encourage, request, or induce (or to assist another to invite, encourage, request or induce) any Client or Prospective Client of the Corporation, or any of its Subsidiaries, to: (i) surrender, redeem or terminate a product, service or relationship with the Corporation, or any of its Subsidiaries; (ii) obtain any Competitive Service or Product from the Participant or any third party; or (iii) transfer a product, service or relationship from the Corporation, or any of its Subsidiaries, to the Participant or any third party.

Dated:                     , 2008

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EX-10.(XIV).(6)

Exhibit 10(xiv)(6)

FORM OF DIRECTOR STOCK AGREEMENT

UNDER THE AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

This Agreement is entered into as of the          day of                     , 20    , between Northern Trust Corporation (“Northern”) and                      (“Participant”).

The Amended and Restated Northern Trust Corporation 2002 Stock Plan (“Plan”) provides in Section 10 of the Plan for the awarding of stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of the Corporation or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern.

In the exercise of its discretion under the Plan, the Committee has determined that the Participant should participate in the Plan and receive an award of Stock Units under Section 10 of the Plan, and, accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant an award of Stock Units equal in value to [$80,000,] as determined by the closing sale price of Northern’s Common Stock (as defined below) on the date of the 20     annual meeting of stockholders, subject to the terms and conditions of the Plan and this Agreement. A Stock Unit is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of common stock (“Common Stock”), pursuant to Paragraph 6 of this Agreement.

2. Stock Unit Account. Northern shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of this Agreement.

3. Dividend Equivalents. Except as provided below in Paragraph 7 of this Agreement, upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall promptly (and in any event no later than March 15 of the calendar year following the calendar year in which the dividend is declared) pay to the Participant an amount in cash equal in value to the dividends that the Participant would have received had the Participant been the actual owner on the record date of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”).

4. Forfeiture. If the Participant incurs a Separation from Service, as defined in Paragraph 7(c) below prior to the vesting date set forth in Paragraph 5 of this Agreement, the Participant’s Stock Units shall be forfeited and revert to Northern, and Northern shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement. Northern shall have no further obligation to the Participant under this Agreement with respect to such Stock Units.

5. Vesting. The Stock Units shall vest 100% on the date of the Corporation’s 20     Annual Meeting of Stockholders.

6. Distribution. Except as provided below in Paragraph 7 of this Agreement, the Participant shall become entitled to the distribution of the Participant’s Stock Units upon the date of vesting of the Stock Units pursuant to Paragraph 5 of this Agreement. Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of this Agreement and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

If a Participant’s service on the Board of Directors of Northern shall terminate by reason of death, or if the Participant shall die after becoming entitled to distribution hereunder, but prior to receipt of the entire distribution, all cash (as provided in Paragraph 7) or Common Stock then distributable hereunder with respect to the Participant shall be distributed to such individual, trustee, trust or other entity (“Beneficiary”) as the Participant shall have designated by an instrument in writing last filed with Northern prior to death, or in the absence of a designation, to the following persons in the order indicated below:

• The Participant’s spouse; if none, then,

• The Participant’s children (in equal amounts); if none, then,

• The Participant’s parents (in equal amounts); if none, then,

• The Participant’s brothers and sisters (in equal amounts); if none, then,

• The Participant’s estate.

Except as otherwise provided in Paragraph 7(c), such distribution shall be made within 90 days after the death of the Participant.

7. Voluntary Deferral.

(a) Subject to applicable law, the Participant may elect to defer receipt of the payment of all or any portion of the Stock Units until the date on which the Participant incurs a Separation from Service, as defined in clause (c) below. Any such election shall likewise apply to the Dividend Equivalents payable with respect to such deferred Stock Units. Deferred Dividend Equivalents shall be credited to a cash account with respect to the Stock Units (“Cash Account”) maintained by Northern on its books in the name of the Participant. Until the entire balance of a Cash Account has been paid to the Participant or to the Participant’s Beneficiaries (as defined in Paragraph 6), such balance shall be adjusted on the last day of each calendar quarter to reflect accrued interest on such balance based on the rate of interest determined from time to time by the Committee.

(b) The Participant shall make any election to defer receipt of the payment of all or any portion of the Stock Units and related Dividend Equivalents to the date of his or her Separation from Service, as defined in clause (c) below, by filing a deferral

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election form with the Committee within thirty (30) days after the date of this Agreement and at least thirteen (13) months prior to the vesting date set forth in Paragraph 5 of this Agreement. Such election shall become irrevocable upon completion and delivery of the deferral election form to the Committee.

(c) The entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid to the Participant or to the Beneficiaries of the Participant (i) in a single lump sum on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, or (ii) in up to 10 annual installments beginning on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, as irrevocably designated by the Participant in the election form described in clause (b) above. In the absence of a designation, the entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid in a single lump sum on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below. For purposes of this Agreement, “Separation from Service” shall mean the date on which the Participant dies or otherwise terminates his or her membership on the Board of Directors of Northern.

(d) Deferred Stock Units in the Stock Unit Account shall be distributed only in shares of Common Stock. In the event of a single lump sum distribution in Common Stock, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to the number of such Stock Units in the Stock Unit Account, registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above. In the event of a distribution in Common Stock in up to 10 annual installments, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to a fraction (the numerator of which shall be the number of Stock Units in the Stock Unit Account, and the denominator of which shall be the number of annual installments designated by the Participant), registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above in each year of the installment period, provided that the number of shares in each of the installments may be rounded to avoid fractional shares and the effects of any such rounding shall be reflected in the last installment.

(e) Deferred Dividend Equivalents in the Participant’s Cash Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the entire balance of the Participant’s Cash Account shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above. In the event of a distribution in cash in up to 10 annual installments, the balance of the Cash Account shall continue to accrue interest and shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above in each year of the installment period in an amount equal to the then current balance in the Cash Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

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8. Delivery of Shares. Northern may delay the issuance or delivery of shares of Common Stock if Northern reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which Northern reasonably anticipates that such issuance or delivery will not cause such violation.

9. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 11 of the Plan.

10. No Obligation to Reelect. Nothing in the Plan or this Agreement shall be deemed to create an obligation on the part of the Board of Directors to nominate the Participant for reelection by Northern’s stockholders or to fill any vacancy upon action of the Board of Directors.

11. Nontransferability. No interest hereunder of the Participant or any Beneficiary shall be assignable or transferable by voluntary or involuntary act or by operation of law other than by testamentary bequest or devise or the laws of descent or distribution, all rights hereunder shall be wholly unalienable and beyond the power of any person to anticipate or in any way create a lien or encumbrance thereon; and distribution shall be made only to (i) the Participant, (ii) the Participant’s personal representative in the event of the Participant’s adjudicated disability, or (iii) the Participant’s Beneficiaries in the event of the Participant’s death, upon his, her or their own personal receipts or endorsements. Any effort to exercise the powers herein denied shall be wholly ineffective and shall be grounds for termination by the Committee of all rights hereunder.

12. Withholding. Northern shall have the right to deduct from any distribution hereunder in cash any sum required to be withheld by Northern for federal, state or local taxes. In the case of any distribution made hereunder in shares of Common Stock, Northern requires as a condition of distribution that the Participant or the Participant’s Beneficiary pay Northern the amount which Northern determines to be required to be withheld for federal, state or local taxes. The tax withholding obligation with respect to shares of Common Stock shall be satisfied by Northern’s withholding a portion of such shares otherwise distributable to the Participant. Any shares withheld shall be valued at their fair market value as of the date of distribution.

13. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

14. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

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15. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, this Agreement or any guidelines shall be final. This Agreement shall be construed under the laws of the State of Illinois without regard to the conflict of law provisions of any state. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

16. Sole Agreement. This Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of this Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

IN WITNESS WHEREOF, the Participant and Northern Trust Corporation by its duly authorized officer have signed this Agreement the day and year first written above.

Northern Trust Corporation

By:

Participant

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EX-10.(XIV).(7)

Exhibit 10(xiv)(7)

FORM OF DIRECTOR PRORATED STOCK AGREEMENT

UNDER THE AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

This Agreement is entered into as of the          day of                     , 20    , between Northern Trust Corporation (“Northern”) and                      (“Participant”).

The Amended and Restated Northern Trust Corporation 2002 Stock Plan (“Plan”) provides in Section 10 of the Plan for the awarding of stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of the Corporation or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern.

In the exercise of its discretion under the Plan, the Committee has determined that the Participant should participate in the Plan and receive an award of Stock Units under Section 10 of the Plan, and, accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant an award of Stock Units equal in value to $                    , as determined by the closing sale price of Northern’s Common Stock (as defined below) on                     , 20     (which represents a prorated award based on the Participant’s service on the Board from the date of election on                     , 20    to the vesting date set forth in Paragraph 5 below), subject to the terms and conditions of the Plan and this Agreement. A Stock Unit is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of common stock (“Common Stock”), pursuant to Paragraph 6 of this Agreement.

2. Stock Unit Account. Northern shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of this Agreement.

3. Dividend Equivalents. Except as provided below in Paragraph 7 of this Agreement, upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall promptly (and in any event no later than March 15 of the calendar year following the calendar year in which the dividend is declared) pay to the Participant an amount in cash equal in value to the dividends that the Participant would have received had the Participant been the actual owner on the record date of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”).

4. Forfeiture. If the Participant incurs a Separation from Service, as defined in Paragraph 7(c) below for any reason prior to the vesting date set forth in Paragraph 5 of this Agreement, the Participant’s Stock Units shall be forfeited and revert to Northern, and Northern shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement. Northern shall have no further obligation to the Participant under this Agreement with respect to such Stock Units.

5. Vesting. The Stock Units shall vest 100% on the date of the Corporation’s 20     Annual Meeting of Stockholders.

6. Distribution. Except as provided below in Paragraph 7 of this Agreement, the Participant shall become entitled to the distribution of the Participant’s Stock Units upon the date of vesting of the Stock Units pursuant to Paragraph 5 of this Agreement. Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of this Agreement and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

If a Participant’s service on the Board of Directors of Northern shall terminate by reason of death, or if the Participant shall die after becoming entitled to distribution hereunder, but prior to receipt of the entire distribution, all cash (as provided in Paragraph 7) or Common Stock then distributable hereunder with respect to the Participant shall be distributed to such individual, trustee, trust or other entity (“Beneficiary”) as the Participant shall have designated by an instrument in writing last filed with Northern prior to death, or in the absence of a designation, to the following persons in the order indicated below:

• The Participant’s spouse; if none, then,

• The Participant’s children (in equal amounts); if none, then,

• The Participant’s parents (in equal amounts); if none, then,

• The Participant’s brothers and sisters (in equal amounts); if none, then,

• The Participant’s estate.

Except as otherwise provided in Paragraph 7(c), such distribution shall be made within 90 days after the death of the Participant.

7. Voluntary Deferral.

(a) Subject to applicable law, the Participant may elect to defer receipt of the payment of all or any portion of the Stock Units until the date on which the Participant incurs a Separation from Service, as defined in clause (c) below. Any such election shall likewise apply to the Dividend Equivalents payable with respect to such deferred Stock Units. Deferred Dividend Equivalents shall be credited to a cash account with respect to the Stock Units (“Cash Account”) maintained by Northern on its books in the name of the Participant. Until the entire balance of a Cash Account has been paid to the Participant or to the Participant’s Beneficiaries (as defined in Paragraph 6), such balance shall be adjusted on the last day of each calendar quarter to reflect accrued interest on such balance based on the rate of interest determined from time to time by the Committee.

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(b) The Participant shall make any election to defer receipt of the payment of all or any portion of the Stock Units and related Dividend Equivalents to the date of his or her Separation from Service, as defined in clause (c) below, by filing a deferral election form with the Committee within thirty (30) days after the date of this Agreement. Such election shall become irrevocable upon completion and delivery of the deferred election form to the Committee. Such election shall apply only to compensation paid for services performed after the election.

(c) The entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid to the Participant or to the Beneficiaries of the Participant (i) in a single lump sum on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below, or (ii) in up to 10 annual installments beginning on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below, as irrevocably designated by the Participant in the election form described in clause (b) above. In the absence of a designation, the entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid in a single lump sum on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below. For purposes of this Agreement, the term “Separation from Service” shall mean the date on which the Participant dies or otherwise terminates his or her membership on the Board of Directors of Northern.

(d) Deferred Stock Units in the Stock Unit Account shall be distributed only in shares of Common Stock. In the event of a single lump sum distribution in Common Stock, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to the number of such Stock Units in the Stock Unit Account, registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above. In the event of a distribution in Common Stock in up to 10 annual installments, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to a fraction (the numerator of which shall be the number of Stock Units in the Stock Unit Account, and the denominator of which shall be the number of annual installments designated by the Participant), registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above in each year of the installment period, provided that the number of shares in each of the installments may be rounded to avoid fractional shares and the effects of any such rounding shall be reflected in the last installment.

(e) Deferred Dividend Equivalents in the Participant’s Cash Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the entire balance of the Participant’s Cash Account shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above. In the event of a distribution in

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cash in up to 10 annual installments, the balance of the Cash Account shall continue to accrue interest and shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above in each year of the installment period in an amount equal to the then current balance in the Cash Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

8. Delivery of Shares. Northern may delay the issuance or delivery of shares of Common Stock if Northern reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which Northern reasonably anticipates that such issuance or delivery will not cause such violation.

9. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 11 of the Plan.

10. No Obligation to Reelect. Nothing in the Plan or this Agreement shall be deemed to create an obligation on the part of the Board of Directors to nominate the Participant for reelection by Northern’s stockholders or to fill any vacancy upon action of the Board of Directors.

11. Nontransferability. No interest hereunder of the Participant or any Beneficiary shall be assignable or transferable by voluntary or involuntary act or by operation of law other than by testamentary bequest or devise or the laws of descent or distribution, all rights hereunder shall be wholly unalienable and beyond the power of any person to anticipate or in any way create a lien or encumbrance thereon; and distribution shall be made only to (i) the Participant, (ii) the Participant’s personal representative in the event of the Participant’s adjudicated disability, or (iii) the Participant’s Beneficiaries in the event of the Participant’s death, upon his, her or their own personal receipts or endorsements. Any effort to exercise the powers herein denied shall be wholly ineffective and shall be grounds for termination by the Committee of all rights hereunder.

12. Withholding. Northern shall have the right to deduct from any distribution hereunder in cash any sum required to be withheld by Northern for federal, state or local taxes. In the case of any distribution made hereunder in shares of Common Stock, Northern requires as a condition of distribution that the Participant or the Participant’s Beneficiary pay Northern the amount which Northern determines to be required to be withheld for federal, state or local taxes. The tax withholding obligation with respect to shares of Common Stock shall be satisfied by Northern’s withholding a portion of such shares otherwise distributable to the Participant. Any shares withheld shall be valued at their fair market value as of the date of distribution.

13. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

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14. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

15. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, this Agreement or any guidelines shall be final. This Agreement shall be construed under the laws of the State of Illinois without regard to the conflict of law provisions of any state. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

16. Sole Agreement. This Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of this Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

IN WITNESS WHEREOF, the Participant and Northern Trust Corporation by its duly authorized officer have signed this Agreement the day and year first written above.

Northern Trust Corporation

By:

Participant

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EX-10.(XIV).(8)

Exhibit 10(xiv)(8)

TERMS AND CONDITIONS

2008 PERFORMANCE STOCK UNIT AWARD

UNDER THE AMENDED AND RESTATED

NORTHERN TRUST CORPORATION 2002 STOCK PLAN

Your performance stock unit grant is subject to the provisions of the Amended and Restated Northern Trust Corporation 2002 Stock Plan (the “Plan”) and the performance stock unit award notice (the “Award Notice”). The Award Notice and these Terms and Condition constitute the “Stock Unit Agreement” as defined in the Plan. If there is any conflict between the information in the Stock Unit Agreement and the Plan, the Plan will govern.

1. Grant. The Corporation hereby grants to the Participant an award of Stock Units, as set forth in the Award Notice, subject to the terms and conditions of the Plan and the Stock Unit Agreement, and subject further to increase or decrease as set forth in the Award Notice. This award of Stock Units is intended to qualify as “performance based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). A Stock Unit is the right, subject to the terms and conditions of the Plan and the Stock Unit Agreement, to receive a distribution of a share of Common Stock pursuant to Paragraph 6 of these Terms and Conditions.

2. Stock Unit Account. The Corporation shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of these Terms and Conditions.

3. Dividend Equivalents. Upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of these Terms and Conditions, the Corporation shall promptly (and in any event no later than March 15 of the calendar year following the calendar year in which the dividend is declared) pay to the Participant an amount in cash equal in value to the dividends that the Participant would have received had the Participant been the actual owner of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”).

4. Forfeiture. The Stock Units granted to the Participant pursuant to the Performance Stock Unit Agreement shall be forfeited and revert to the Corporation if prior to the date on which the Stock Units vest pursuant to Paragraphs 5 and 8(c) of these Terms and Conditions (a) the Participant violates any provision of Paragraph 7 of these Terms and Conditions, or (b) except as described in Paragraphs 5 and 8 of these Terms and Conditions, the Participant’s employment with the Corporation or any of its Subsidiaries terminates.

5. Vesting. The Participant shall become vested in the Stock Units as and to the extent set forth in Exhibit A to these Terms and Conditions, subject to (a) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions upon the Participant’s death, Retirement or Disability (each as defined below) or upon termination of employment under certain circumstances

described in Paragraph 8 of these Terms and Conditions where the Participant is entitled to severance benefits, (b) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions in the event that prior to vesting the Participant’s employment with the Corporation or any of its Subsidiaries has terminated and (i) the Participant is a Management Group member on the date of grant, (ii) the Participant is 55 years or older on the date of termination of employment and (iii) the Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the performance period described in Exhibit A to these Terms and Conditions (“Performance Period”), or (c) full vesting in the event of a Change in Control (as defined in the Plan) of the Corporation. If the Participant’s employment with the Corporation or any of its Subsidiaries terminates for any reason other than as set forth above in this Paragraph 5, the Stock Units in the Participant’s Stock Unit Account that have not yet vested shall be forfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. If the Participant’s employment terminates for a reason described in clause (a) or (b) of this Paragraph 5, no Stock Units in the Participant’s Stock Unit account shall become vested until the end of the Performance Period and then only to the extent that the performance criteria described in Exhibit A and the requirements of Paragraph 8 are satisfied, and any such Stock Units that do not become vested at the end of the Performance Period shall be immediately forfeited and revert to the Corporation and the Corporation shall have no further obligations after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. The Corporation shall have no further obligation to the Participant under these Terms and Conditions following the Participant’s forfeiture of Stock Units.

For purposes of these Terms and Conditions, “Retirement” means retirement occurring by reason of the Participant having qualified for a Normal, Early, or Postponed Retirement under The Northern Trust Company Pension Plan.

For purposes of these Terms and Conditions, “Disability” means a disability that continues for a period of 12 months as defined by Northern Trust’s Managed Disability Program.

6. Distribution. Except as provided below in this Paragraph 6, the Participant shall become entitled to the distribution of the Participant’s Stock Units upon the date of vesting of the Stock Units pursuant to Paragraphs 5 and 8 of these Terms and Conditions; provided, however, that any Participant who is subject to Section 16 of the Securities Exchange Act of 1934 at the time of vesting (a “Section 16 Participant”) shall become entitled to the distribution of the Stock Units on the Applicable Date (as defined below) in the year in which the Stock Units vest pursuant to Paragraphs 5 and 8 of these Terms and Conditions.

In the event of the Participant’s death during the Performance Period or thereafter but prior to full distribution to the Participant pursuant to these Terms and Conditions, the Participant’s beneficiary shall become entitled to the distribution of vested Stock Units, if any, upon the date that is the last day of such Performance Period, or, if later, as of the date of death, with the number

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of Stock Units vested to be determined in accordance with Paragraph 8 of these Terms and Conditions, and such distribution shall be made to such beneficiary and in such proportions as the Participant may designate in writing, and in the absence of a designation, to the following persons in the order indicated below:

• The Participant’s spouse; if none, then,

• The Participant’s children (in equal amounts); if none, then,

• The Participant’s parents (in equal amounts); if none, then,

• The Participant’s brothers and sisters (in equal amounts); if none, then,

• The Participant’s estate.

In the event of (a) the Participant’s Retirement or Disability during the Performance Period, the Participant shall become entitled to the distribution of any vested Stock Units upon the date that is the last day of such Performance Period, with the number of Stock Units vested to be determined in accordance with Paragraph 8 of these Terms and Conditions, or (b) a Change in Control (as defined in the Plan) during the Performance Period, the Participant shall become entitled to the distribution of any Stock Units that become vested on account of the Change in Control upon the date of the Change in Control.

Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of these Terms and Conditions and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

For purposes of these Terms and Conditions, “Applicable Date” with respect to a given year means the first trading day of that year, after the vesting of the Stock Units, on which the Corporation’s trading blackout is not in effect for the Section 16 Participant, or such other date in that year as the Committee or the Executive Vice President of Human Resources may determine.

7. Restricted Activity. Despite anything to the contrary in Paragraph 5, 6 or 8 of these Terms and Conditions, the Participant’s Stock Units (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to distribute the Stock Units to the Participant (or the Participant’s beneficiary) pursuant to Paragraph 6, or to pay any Dividend Equivalents pursuant to Paragraph 3, if the Participant:

(a) at any time after the date of these Terms and Conditions, has divulged, directly or indirectly, or used for the Participant’s own or another’s benefit, any Confidential Information; or

(b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after the Participant ceases to be employed by the Corporation or any of its Subsidiaries for any reason, has Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries,

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or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit the Participant’s Solicitation of any Client or Prospective Client with whom he or she had a business relationship prior to the start of his or her employment with the Corporation, provided that no Confidential Information, directly or indirectly, is used in such Solicitation.

(c) If the Participant shall have so engaged in any such activity described in clause (a) or (b) above without the written consent of the Corporation, the Participant’s Stock Units (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to the Participant within a reasonable period of time after the Corporation acquires knowledge of the Participant’s violation of this Paragraph 7. Any failure by the Participant to comply with this Paragraph 7 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of the Participant’s unexercised, unexpired, unpaid or deferred Stock Units (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery with respect to any Stock Units occurring within twelve (12) months prior to, or at any time following, the date of the Participant’s termination of employment for any reason (including but not limited to termination of employment due to Retirement or Disability). Upon any such rescission, (1) the Participant shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) the Participant shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery with respect to any Stock Units, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes the Participant from time to time the amount of any such gain realized or payment received. “Gain realized” shall be determined by the Committee in its sole discretion.

8. Proration.

(a) The Participant shall cease to participate in the Plan under these Terms and Conditions as of the date of the Participant’s death, Disability or Retirement. If the Participant’s death, Retirement or Disability occurs prior to the end of the Performance Period, or if prior to the end of the Performance Period, the Participant’s employment is terminated under circumstances that entitle the Participant to severance benefits under the Northern Trust Corporation Severance Plan (the “Severance Plan”) and the Participant has executed and not revoked a settlement agreement, waiver and release under the Severance Plan (a “Release”), then, in each such case, subject to clause (c) below, on the last day of the Performance Period, the Participant shall have credited, and become vested in, a pro-rated number of Stock Units as determined by multiplying the number of Stock Units which would have been distributable to the Participant if the Participant had

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participated in the Plan under these Terms and Conditions for the full Performance Period, by the ratio of the number of full calendar months of the Participant’s actual participation in the Plan under these Terms and Conditions during the Performance Period to the number of full calendar months in the Performance Period, in all cases as determined by the Committee or the Executive Vice President of Human Resources.

(b) If, prior to the end of the Performance Period, a Participant’s employment with the Corporation or any of its Subsidiaries has terminated and (i) the Participant is a Management Group member on the date of grant, (ii) the Participant is 55 years or older on the date of such termination, and (iii) the Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the Performance Period, then, subject to clause (c) below, on the last day of the Performance Period, the Participant shall have credited, and become vested in, a pro-rated number of Stock Units as determined by multiplying the number of Stock Units which would have been distributable to the Participant if the Participant had been employed by the Corporation or any of its Subsidiaries for the full Performance Period, by the ratio of the number of full calendar months of the Participant’s actual employment by the Corporation or any of its Subsidiaries under these Terms and Conditions during the Performance Period to the number of full calendar months in the Performance Period, in all cases, as determined by the Committee or the Executive Vice President of Human Resources.

(c) Notwithstanding clauses (a) or (b) above or any other provision of these Terms and Conditions, there shall be no vesting of any Stock Units and no proration of any Stock Units until the expiration of the Performance Period, and then only to the extent it is determined by the Committee that the Corporation has satisfied the performance criteria for the Performance Period.

9. Delivery of Shares. The Corporation may delay the issuance or delivery of any shares of Common Stock if the Corporation reasonably anticipates that such issuance or delivery will violate applicable federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which the Corporation reasonably anticipates that such issuance or delivery will not cause such violation.

10. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 11 of the Plan.

11. No Right to Employment. Nothing in the Plan or the Stock Unit Agreement shall be construed as creating any right in the Participant to continued employment or as altering or amending the existing terms and conditions of employment of the Participant except as otherwise specifically provided in the Stock Unit Agreement.

12. Nontransferability. No interest hereunder of the Participant is transferable except as provided in the Stock Unit Agreement.

-5-

13. Withholding. The Corporation shall have the right to deduct from any distribution made hereunder in cash any sum required to be withheld by the Corporation for federal, state or local taxes. In the case of any distribution made hereunder in shares of Common Stock, the Corporation requires as a condition of distribution that the Participant or the Participant’s beneficiary pay the Corporation the amount which the Corporation determines to be required to be withheld for federal, state or local taxes. The tax withholding obligation with respect to shares of Common Stock shall be satisfied by the Corporation’s withholding a portion of such shares otherwise distributable to the Participant. Any shares withheld shall be valued at their fair market value as of the date of distribution.

14. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

15. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

16. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, the Stock Unit Agreement or any guidelines shall be final. The Stock Unit Agreement shall be construed under the laws of the State of Illinois without regard to the conflict of law provisions of any state.

17. Sole Agreement. The Stock Unit Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of the Stock Unit Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. The Stock Unit Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

18. Definitions. Capitalized terms not defined in the Stock Unit Agreement shall have the meanings assigned to them in the Plan. For purposes of the Stock Unit Agreement:

(a) “Client” means any person or entity with which the Corporation, or any of its Subsidiaries, did business and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.

(b) “Competitive Service or Product” means any service or product: (i) that is substantially similar to or competitive with any service or product that the Participant created or provided, or of which the Participant assisted in the creation or provision, during his or her employment by the Corporation or any of its Subsidiaries; or (ii) about which the Participant had access to Confidential Information during his or her employment by the Corporation or any of its Subsidiaries.

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(c) “Confidential Information” means any trade secrets or other information, including, but not limited to, any client information (for example, client lists, information about client accounts, borrowings, and current or proposed transactions), any internal analysis of clients, marketing strategies, financial reports or projections, business or other plans, data, procedures, methods, computer data or system program or design, devices, lists, tools, or compilation, which relate to the present or planned business of the Corporation or any of its Subsidiaries and which has not been made generally known to the public by authorized representatives of the Corporation.

(d) “Prospective Client” means any person or entity to which the Corporation, or any of its Subsidiaries, provided, or from which the Corporation, or any of its Subsidiaries received, a proposal, bid, or written inquiry (general advertising or promotional materials and mass mailings excepted) and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.

(e) “Solicit” and “Solicitation” (with respect to Clients or Prospective Clients) mean directly or indirectly, and without the Corporation’s written authorization, to invite, encourage, request, or induce (or to assist another to invite, encourage, request or induce) any Client or Prospective Client of the Corporation, or any of its Subsidiaries, to: (i) surrender, redeem or terminate a product, service or relationship with the Corporation, or any of its Subsidiaries; (ii) obtain any Competitive Service or Product from the Participant or any third party; or (iii) transfer a product, service or relationship from the Corporation, or any of its Subsidiaries, to the Participant or any third party.

Dated:                     , 2008

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Exhibit A

Subject to Paragraph 5 of Terms and Conditions, the Stock Units will vest if, when, and to the extent the Corporation satisfies, as the Committee shall determine in its sole discretion in 2011, the average annual earnings per share for the three-year performance period beginning on January 1, 2008 and ending on December 31, 2010, as set forth below.

Average Annual Three-Year Earnings Per Share	Percentage of Stock Units Vested
12.0% or higher	125.0%
11.5%	117.5%
11.0%	110.0%
10.5%	105.0%
10.0%	100.0%
9.5%	95.0%
9.0%	90.0%
8.5%	82.5%
8.0%	75.0%
Less than 8.0%	0.0%

“Full vesting” in the event of a Change in Control, as required by Paragraph 5(c) of the Terms and Conditions, shall mean vesting of the Stock Units at the maximum level (125.0%) in the table above.

The average annual earnings per share shall be the mathematical mean of the percentage growth in earnings per share for each year in the three-year period rounded to the nearest one-tenth of a percent. The final percentage of the Stock Units vesting shall be determined by interpolation between percentage levels.

-A-

EX-10.(XV).(1)

Exhibit 10(xv)(1)

AMENDMENT NUMBER ONE

TO THE

NORTHERN TRUST CORPORATION

MANAGEMENT PERFORMANCE PLAN

WHEREAS, the Northern Trust Corporation (the “Company”) has adopted the Northern Trust Corporation Management Performance Plan (the “Plan”), effective as of January 1, 1999; and

WHEREAS, pursuant to Section IX(i) of the Plan, the Board of Directors of the Company may amend the Plan at any time in its sole discretion; and

WHEREAS, the Board of Directors has deemed it advisable to amend the Plan and has authorized the amendment detailed below.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. To delete Section VI (Maximum Award Funding Opportunity) of the Plan in its entirety and to substitute the following therefor:

“VI. Maximum Award Funding Opportunity

The Maximum Award Funding Opportunity for Participants in any fiscal year shall be as follows:

Position (if a Participant in any fiscal year)	Funding Opportunity
(1) Chairman, (2) Chief Executive Officer or (3) Chairman and Chief Executive Officer	0.6% of the Corporation’s consolidated net income for that fiscal year
(1) President, (2) Vice Chairman, (3) Chief Operating Officer, or (4) President and Chief Operating Officer	0.4% of the Corporation’s consolidated net income for that fiscal year
Any other Participant	0.3% of the Corporation’s consolidated net income for that fiscal year

In the event that any individual holds more than one of the above listed positions concurrently, the Funding Opportunity in any fiscal year for such individual (if a Participant for such fiscal year) shall be the greatest of each of the amounts otherwise applicable to each of the concurrently held positions.”

IN WITNESS WHEREOF, the Company has caused this amendment to be executed on its behalf this 15th day of January, 2008 effective such 15th day of January, 2008.

NORTHERN TRUST CORPORATION
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and Head of Human Resources and Administration

EX-10.(XVII)

Exhibit 10(xvii)

NORTHERN TRUST CORPORATION

1997 DEFERRED COMPENSATION PLAN FOR

NON-EMPLOYEE DIRECTORS

AS AMENDED AND RESTATED

Northern Trust Corporation, a Delaware corporation (the “Corporation”) maintains the Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors, as previously amended April 15, 1997 and effective as of January 21, 2003 (the “Plan”).

In exercise of the amending power reserved to the Corporation under Section 6(a) of the Plan, and pursuant to the authority delegated to the undersigned officer by resolutions of the Board of Directors of the Corporation dated November 13, 2007, the Corporation now hereby further amends and restates the Plan, generally effective January 1, 2008 (with such other effective dates as are noted herein), to comply with Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and regulations and guidance thereunder.

1. Name. This Plan shall be known as the “Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors As Amended and Restated” (the “Plan”).

2. Definitions. The following definitions shall apply in interpreting the Plan:

(a) The term “Beneficiary” shall mean such individual, trustee, trust or other entity designated by a Non-Employee Director by an instrument in writing last filed with the Corporation prior to death to receive all or any portion of his or her Cash Account and Stock Unit Account, and all cash or Common Stock distributable hereunder with respect to such Non-Employee Director following the date of his or her death. In the absence of such a designation of any living Beneficiary, or if such designation is ineffective for any reason, the Non-Employee Director’s Beneficiary shall be his or her spouse, or if not then living, his or her then living descendants, per stirpes, or if none is then living, the personal representatives of the Non-Employee Director’s estate.

(b) The term “Board” shall mean the Board of Directors of the Corporation.

(c) The term “Cash Account” shall have the meaning set forth in Section 4(b).

(d) The term “Committee” shall mean the Compensation and Benefits Committee of the Board.

(e) The term “Common Stock” shall mean the common stock, $1.66-2/3 par value per share, of the Corporation.

(f) The term “Corporation” shall mean Northern Trust Corporation, a Delaware corporation.

(g) The term “Election Form” shall have the meaning set forth in Sections 3(b) and (c).

(h) The term “Non-Employee Director” shall mean a person who is serving as a member of the Board and is not an employee of the Corporation or any subsidiary or affiliate of the Corporation.

(i) The term “Post-2004 Benefit” shall mean the portion of a Non-Employee Director’s Cash Account and Stock Unit Account equal to the excess of (1) the balance of the Non-Employee Director’s Accounts, determined as of his or her date of Separation from Service after December 31, 2004, over (2) the Non-Employee Director’s Pre-2005 Benefit.

(j) The term “Pre-2005 Benefit” shall mean the portion of a Non-Employee’s Cash Account and Stock Unit Account deferred on or before December 31, 2004, adjusted to reflect interest, earnings, and gains and losses credited to such Accounts from and after such date. An amount is considered deferred on or before December 31, 2004 if on or before that date the Non-Employee Director had a legally binding right to be paid the amount and the right to the amount was earned and vested.

(k) The term “Separation from Service” shall mean the date on which a Non-Employee Director dies or otherwise terminates his or her membership on the Board.

l) The term “Stock Unit Account” shall have the meaning set forth in Section 4(a).

3. Participation.

(a) A Non-Employee Director may elect to defer receipt of the payment of all or any portion of: (i) the annual cash retainer fee payable for services as a Director or (ii) any cash fees payable for attendance at a Board committee meeting or for any other service provided to the Corporation, in each case until the date on which the Non-Employee Director incurs a Separation from Service. Such deferral election must be set forth in an election form (the “Election Form”) provided by the Corporation.

In 1997, the Plan also permitted a Non-Employee Director to elect to defer the annual stock grant under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors, in accordance with the terms of the Plan in effect at that time.

(b) To be effective, an Election Form with respect to compensation described in Section 3(a)(i) or 3(a)(ii) for services performed by a Non-Employee Director in a particular calendar year must be completed and delivered to the Corporation prior

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to the first day of such calendar year. An Election Form shall remain in effect for subsequent calendar years until revised or revoked by the Non-Employee Director by the completion and delivery to the Corporation of an Election Form setting forth such revision or revocation prior to the first day of the calendar year in which such revision or revocation is to become effective. Effective as of January 1, 2005, any election shall become irrevocable as of each December 31 with respect to compensation payable for services performed in the immediately following calendar year. Except as provided in Section 3(c) below, an initial or revised Election Form shall only apply to compensation payable to a Non-Employee Director for services performed after the end of the calendar year in which such initial or revised Election Form is completed and delivered to the Corporation.

(c) Anything in the Plan to the contrary notwithstanding, an election with respect to compensation described in Section 3(a)(i) or 3(a)(ii) made by a Non-Employee Director in the calendar year in which the Non-Employee Director initially becomes eligible to participate in the Plan, and that is not made under Section 3(b), must be made pursuant to an Election Form completed and delivered to the Corporation within 30 days after the date on which the Non-Employee Director initially becomes eligible to participate in the Plan. Such Election Form shall be effective with respect to compensation described in Section 3(a)(i) or 3(a)(ii) that is paid for services to be performed by the Non-Employee Director after the date such Election Form is completed and delivered to the Corporation and shall be irrevocable with respect to such compensation upon completion and delivery of such Election Form to the Corporation. Such Election Form shall remain in effect and become irrevocable for subsequent calendar years in accordance with Section 3(b) above. On and after January 1, 2005, a Non-Employee Director shall not be considered initially eligible to participate in the Plan for purposes of this Section 3(c) if, on the date he or she becomes eligible to participate, he or she participates in any other nonqualified elective account balance plan that is subject to Code Section 409A and maintained by the Corporation or any subsidiary or affiliate of the Corporation.

4. Deferral Accounts.

(a) All cash compensation deferred by a Non-Employee Director pursuant to Section 3 shall be credited to a stock unit account (“Stock Unit Account”) maintained by the Corporation on its books in the name of the participating Non-Employee Director and converted into stock units equivalent to full shares of the Corporation’s Common Stock as of the last trading day of the calendar quarter for which the cash compensation would have been paid. The conversion shall be determined by dividing the dollar amount of the cash compensation as of such quarterly date by the mean of the high and low sale prices of the Corporation’s Common Stock as reported by the Nasdaq Stock Market on such quarterly date. Any cash balance remaining after any such conversion shall be credited to the Cash Account of a Non-Employee Director as provided in Section 4(b) below.

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The shares of Common Stock representing a stock grant under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors which were deferred by a Non-Employee Director pursuant to Section 3 were credited to a Stock Unit Account and converted into stock units as of the date of the annual meeting of stockholders on which the stock was granted.

(b) The Corporation also shall maintain a cash account (“Cash Account”) on its books in the name of each participating Non-Employee Director. Credits shall be made to a participating Non-Employee Director’s Cash Account in dollar amounts equal to (i) the cash balance remaining after any conversion pursuant to Section 4(a) above, and (ii) the cash dividends (or the fair market value of dividends paid in property other than Common Stock) that the Non-Employee Director would have received had the Non-Employee Director been the owner on each record date of the number of shares of Common Stock equal to the number of stock units in such Non-Employee Director’s Stock Unit Account on such date. Until the entire balance of a Cash Account has been paid to a Non-Employee Director, or to the Beneficiaries of a deceased Non-Employee Director, such balance shall be increased on the last day of each calendar quarter to reflect accrued interest on such balance based on the rate of interest determined from time to time by the Committee.

(c) In the case of a dividend in Common Stock or a Common Stock split, additional credits will be made to a Non-Employee Director’s Stock Unit Account of a number of stock units equal to the number of full shares of Common Stock that the Non-Employee Director would have received had the Non-Employee Director been the owner on each record date of the number of shares of Common Stock equal to the number of stock units in such Non-Employee Director’s Stock Unit Account on such date.

(d) Each Stock Unit Account and each Cash Account shall be maintained on the books of the Corporation until full payment of the balance thereof has been made to the applicable Non-Employee Director or to the Beneficiaries of a deceased Non-Employee Director. No funds shall be set aside or earmarked for any Account, which shall be purely a bookkeeping device.

5. Distribution of Accounts.

(a) The entire balance of a Non-Employee Director’s Stock Unit Account and Cash Account shall be paid to such Non-Employee Director

(i) in a single lump sum on the 10th business day following the date the Non-Employee Director incurs a Separation from Service for any reason other than his or her death, or

(ii) in up to 10 annual installments beginning on the 10th business day following the date the Non-Employee Director incurs a Separation from Service for any reason other than his or her death, as irrevocably designated by the Non-Employee Director.

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(iii) With respect to a Non-Employee Director’s Post-2004 Benefit, the Non-Employee Director shall make or shall have made such irrevocable designation as follows:

(A) With respect to the portion of the Post-2004 Benefit that constitutes compensation described in Section 3(a)(i) or 3(a)(ii) and for which either a deferral election was made before January 1, 2005, or an initial deferral election was made on or after January 1, 2005 and before December 31, 2005 in accordance with Section 3(c), the Non-Employee Director made such irrevocable designation in an Election Form that was completed and delivered to the Corporation on or before December 31, 2005, in accordance with Code Section 409A and guidance issued thereunder. Any such designation became irrevocable upon completion and delivery of such Election Form to the Corporation.

(B) With respect to the portion of the Post-2004 Benefit that constitutes compensation described in Section 3(a)(i) or 3(a)(ii) and that is not described in Section 5(a)(iii)(A), the Non-Employee Director shall make such irrevocable designation in the Election Form completed and delivered to the Corporation in accordance with Section 3(b) or 3(c), as applicable. Any such designation shall become irrevocable upon the completion and delivery of such Election Form to the Corporation.

(iv) Anything in the Plan to the contrary notwithstanding, if a Non-Employee Director has not designated a form of payment for some portion of his or her Stock Unit Account or Cash Account on the date he or she incurs a Separation from Service for any reason other than his or her death, that portion of the Non-Employee Director’s Stock Unit Account and Cash Account shall be paid to the Non-Employee Director in a single lump sum on the 10^th business day following the date of such Separation from Service.

(b) If a Non-Employee Director incurs a Separation from Service due to death or his or her death occurs after Separation from Service but before payment to him or her of the entire balance of his or her Stock Unit Account and Cash Account, all or the remaining balance of his or her Stock Unit Account and Cash Account shall be paid to such Non-Employee Director’s Beneficiaries in a lump sum on, or in up to 10 annual installments beginning on, the 10^th business day following the date of death, as irrevocably elected by such Non-Employee Director pursuant to

- 5 -

Section 5(a) prior to, and in effect on, the date of his or her death. If no such designation is in effect for some portion of the Non-Employee Director’s Stock Unit Account or Cash Account on the date of his or her death, that portion of the Non-Employee Director’s Stock Unit Account and Cash Account shall be paid to his or her Beneficiaries in a single lump sum on the 10th business day following the date of such Non-Employee Director’s death.

(c) Except as provided in Section 5(d) below, the balance of a Non-Employee Director’s Stock Unit Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director shall receive an amount in cash equal to the number of stock units in the Stock Unit Account multiplied by the mean of the high and low sales prices of the Common Stock as reported by the Nasdaq Stock Market on the fifth trading day prior to the distribution date. In the event of a distribution in cash in up to 10 annual installments, the cash amount determined in the manner provided in the immediately preceding sentence shall continue to accrue interest and shall be distributed to the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director on the distribution date in each year of the installment period in an amount equal to the then current cash balance in the Stock Unit Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

(d) Stock units in the Stock Unit Account representing the deferral of shares of Common Stock under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors shall be distributed only in shares of Common Stock. In the event of a single lump sum distribution in Common Stock, a certificate representing the number of full shares of Common Stock equal to the number of such stock units in the Non-Employee Director’s Stock Unit Account representing the deferral of shares of Common Stock under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors, registered in the name of the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director, shall be distributed to the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director on the distribution date referred to in Section 5(a) above. In the event of a distribution in Common Stock in up to 10 annual installments, a certificate representing the number of full shares of Common Stock equal to a fraction (the numerator of which shall be the number of stock units in the Non-Employee Director’s Stock Unit Account representing the deferral of shares of Common Stock under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors, and the denominator of which shall be the number of annual installments designated by the Non-Employee Director), registered in the name of the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director, shall be distributed to the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director on the distribution date in each year of the installment period, provided that the number of shares in each of the installments may be rounded to avoid fractional shares.

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(e) The balance of a Non-Employee Director’s Cash Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the entire balance of the Non-Employee Director’s Cash Account shall be distributed to the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director on the distribution date described in Section 5(a) above. In the event of a distribution in cash in up to 10 annual installments, the balance of the Cash Account shall continue to accrue interest and shall be distributed to the Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director on the distribution date in each year of the installment period in an amount equal to the then current balance in the Cash Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

6. Amendment or Termination.

(a) The Corporation intends the Plan to be permanent but reserves the right to amend or terminate the Plan when, in the sole opinion of the Corporation, such amendment or termination is advisable. Any such amendment or termination shall be made pursuant to a resolution of the Board and shall be effective as of the date of such resolution or such later date as the resolution may expressly state.

(b) No amendment or termination of the Plan shall (i) directly or indirectly deprive any current or former Non-Employee Director or any Beneficiaries, of all or any portion of such Non-Employee Director’s Stock Unit Account or Cash Account as determined as of the effective date of such amendment or termination, or (ii) directly or indirectly reduce the balance of any such Accounts held hereunder as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of all Pre-2005 Benefits shall be made to Non-Employee Directors or their Beneficiaries in the manner and at the time described in Section 5 as if each Non-Employee Director incurred a Separation from Service on the date of Plan termination. Upon termination of the Plan, distribution of all Post-2004 Benefits shall be made to Non-Employee Directors or their Beneficiaries in the manner and at the time described in Section 5; provided, however, that if permitted under Code Section 409A and regulations and guidance issued thereunder, such payments shall be made as described in Section 5 as if such Non-Employee Director incurred a Separation from Service on the date of Plan termination. No additional deferrals shall be credited to the Accounts of Non-Employee Directors after termination of the Plan, but the Corporation shall continue to credit interest, earnings, gains and losses to the Accounts pursuant to Section 4 until the balances of such Accounts have been fully distributed to Non-Employee Directors or their Beneficiaries.

(c) Anything in the preceding Sections 6(a) or 6(b) or elsewhere in the Plan to the contrary notwithstanding,

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(i) the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

(ii) the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

7. General Provisions.

(a) The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Corporation for payment of any benefits hereunder. The right of a Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director to receive a benefit hereunder shall be an unsecured claim against the general assets of the Corporation, and neither the Non-Employee Director nor such Beneficiaries shall have any rights in or against any specific assets of the Corporation. All amounts credited to Accounts shall constitute general assets of the Corporation.

(b) Shares of Common Stock distributed under the Plan may be authorized but unissued shares or treasury shares of the Corporation. The Corporation shall reserve such number of shares of Common Stock as may be issuable under the Plan.

(c) Nothing contained in the Plan shall constitute a guaranty by the Corporation, the Committee, or any other person or entity, that the assets of the Corporation will be sufficient to pay any benefit hereunder. No Non-Employee Director or the Beneficiaries of a deceased Non-Employee Director shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.

(d) Establishment of the Plan shall not be construed to give any Non-Employee Director the right to be retained as a member of the Board.

(e) No interest of any person or entity in, or right to receive a distribution under, the Plan, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

(f) The Plan shall be administered by the Secretary of the Corporation.

(g) A Non-Employee Director may pay any applicable taxes due with respect to any shares distributed under the Plan in cash or in stock, either by having the

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Corporation withhold a portion of the shares otherwise distributable or by delivering to the Corporation shares otherwise owned by the Non-Employee Director.

(h) The Plan shall be construed and administered under the laws of the State of Delaware except to the extent preempted by federal law.

(i) Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative practices of the Corporation.

(j) Where appropriate, the terms “Corporation,” “Committee” or “Secretary of the Corporation” as used in this Plan shall also include any applicable subcommittee or any duly authorized delegate of the Corporation, the Committee or the Secretary of the Corporation, as the case may be. Such duly authorized delegate may be an individual or an organization within the Corporation or the Committee, or maybe an unrelated third party individual or organization.

(k) The Plan is intended to comply in all applicable respects with the requirements of Code Section 409A and shall be construed and administered so as to comply with that Code section.

IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer, this 14th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

Northern Trust Corporation
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President - Human Resources and Administration

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EX-10.(XXV)

Exhibit 10(xxv)

ITEM PROCESSING AND LOCKBOX SERVICES AGREEMENT

between

THE NORTHERN TRUST COMPANY

and

FISERV SOLUTIONS, INC.

October 26, 2007

TABLE OF CONTENTS

		Page
ARTICLE 1.	DEFINITIONS	1
ARTICLE 2.	TERM	3
2.1	Initial Term	3
2.2	Renewal Term	3
ARTICLE 3.	DESIGNATED SERVICES	3
3.1	Designated Services	3
3.2	Transition	4
3.3	Fiserv Implementation Manager	4
3.4	Northern Trust Implementation Manager	4
3.5	Improved Technology	5
3.6	Financial Reports and Other Information	5
ARTICLE 4.	NEW SERVICES AND CHANGES	6
4.1	New Services	6
4.2	Implementation Procedures	7
4.3	Status Reports	7
ARTICLE 5.	SERVICE LEVELS	7
5.1	Designated Service Levels	7
5.2	New Service Levels	7
5.3	Service Levels Adjustment	7
5.4	Service Reports	7
5.5	Float Policy	7
ARTICLE 6.	SERVICE LOCATIONS AND RELATED PROCEDURES	8
6.1	Service Locations	8
6.2	Facilities Security Procedures	8
6.3	Data and Systems Security	8
ARTICLE 7.	SYSTEMS	9
7.1	Fiserv Systems	9
7.2	Northern Trust Systems	9
ARTICLE 8.	RELATIONSHIP TEAM	10
8.1	Fiserv Relationship Manager	10

-i-

TABLE OF CONTENTS

(continued)

		Page
8.2	Northern Trust Relationship Manager	10
8.3	Problem Notification	10
8.4	Conduct of Fiserv Employees and Agents	10
8.5	Fiserv Employment Policies	10
ARTICLE 9.	MANAGEMENT AND CONTROL	11
9.1	Management Meetings	11
9.2	Management Committee	11
9.3	Management Committee Direction	11
9.4	Business Plan	10
ARTICLE 10.	SOFTWARE	12
10.1	Northern Trust Software	12
10.2	Developed Software	12
10.3	Fiserv Software	13
ARTICLE 11.	NORTHERN TRUST RETAINED RESPONSIBILITIES	14
ARTICLE 12.	REPORTS AND DATA	14
12.1	Reports	14
12.2	Inspection of Reports	14
12.3	Northern Trust Data Ownership	14
12.4	Errors Correction	14
12.5	Return of Data	14
12.6	Data Retention	15
12.7	Records	15
ARTICLE 13.	CONTINUED PROVISION OF SERVICES	15
13.1	Business Continuity Plan	15
13.2	Force Majeure	16
ARTICLE 14.	PAYMENTS TO FISERV	16
14.1	Designated Fees	16
14.2	Fee Schedules During the Initial Term	17
14.3	Fee Schedules During Renewal Term	17
14.4	New Service Fees	17

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TABLE OF CONTENTS

(continued)

		Page
14.5	Most Favored Customer	17
14.6	Detailed Invoices	18
14.7	Time of Payment	18
14.8	Payment of Termination Fees	18
14.9	Set-Off Rights	18
14.10	Unused Credits	18
ARTICLE 15.	TAXES	19
ARTICLE 16.	AUDITS AND REGULATORY EXAMINATIONS	19
16.1	Processing	19
16.2	Federal Reserve Examinations	20
16.3	SAS-70 Type II Report	20
ARTICLE 17.	CONFIDENTIALITY	20
17.1	Definitions	20
17.2	Obligations	21
17.3	Systems	21
17.4	Confidentiality of this Agreement	21
17.5	Injunctive Relief	21
17.6	Legal Action	21
17.7	Non-Solicitation of Employees	22
17.8	Non-Solicitation of Northern Trust Customers	22
ARTICLE 18.	REPRESENTATIONS AND WARRANTIES	22
18.1	By Northern Trust	22
18.2	By Fiserv	23
ARTICLE 19.	TERMINATION	23
19.1	Termination for Convenience	23
19.2	Termination for Cause	23
19.3	Return of Assets Upon Termination For Cause	24
ARTICLE 20.	TERMINATION FEES	24
20.1	Termination for Convenience in Whole	24
20.2	Termination for Convenience in Part	24

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TABLE OF CONTENTS

(continued)

		Page
20.3	No Additional Fees	24
ARTICLE 21.	TERMINATION ASSISTANCE	25
ARTICLE 22.	EXIT PLAN	25
ARTICLE 23.	DISPUTE RESOLUTION	26
23.1	Transition Managers	26
23.2	Management Committee	26
23.3	Senior Management	26
23.4	Arbitration	27
23.5	Critical Disputes	28
23.6	Continuity of Services	28
ARTICLE 24.	INDEMNIFICATION	28
24.1	By Northern Trust	28
24.2	By Fiserv	29
24.3	Indemnification Procedures	29
24.4	Contribution	30
24.5	18-Month Limitation on Certain Claims	30
ARTICLE 25.	DAMAGES AND LIMITATION OF LIABILITY	30
25.1	Direct Damages	30
25.2	Consequential Damages	32
25.3	Exclusions	32
25.4	Acknowledgment	32
ARTICLE 26.	MISCELLANEOUS	33
26.1	Assignment and Subcontractors	33
26.2	Notices	33
26.3	Counterparts	34
26.4	Headings	34
26.5	Relationship	34
26.6	Consents, Approval, and Requests	34
26.7	Severability	34
26.8	Waiver	35

-iv-

TABLE OF CONTENTS

(continued)

		Page
26.9	Publicity	35
26.10	Entire Agreement	35
26.11	Interpretation of Documents	35
26.12	Governing Law	35
26.13	Survival	35
26.14	Prevailing Party	35
26.15	Third Party Beneficiaries	36
26.16	Covenant of Further Assurances	36
26.17	Interpretation of Certain Terms	36
26.18	Insurance	36
26.19	Marketing Assistance	37

EXHIBITS

NOTE: Those exhibits marked with “*” have been omitted as non-material. Those exhibits marked “**” have been included in redacted form pursuant to a request for confidential treatment. Unredacted exhibits have been filed separately.

Exhibit 3.1A	Designated Item Processing Services
Exhibit 3.1B	Designated Lockbox Services
Exhibit 3.2	Implementation Plan
Exhibit 4.1	Form of New Services Schedule*
Exhibit 5.1A	Designated Item Processing Service Levels*
Exhibit 5.1B	Designated Lockbox Services Levels*
Exhibit 5.5	Float Policy*
Exhibit 6.1	Additional Service Locations*
Exhibit 9.3	Management Process for the Management Committee*
Exhibit 10	Northern Trust Software*
Exhibit 11	Northern Trust Retained Responsibilities*
Exhibit 12.1	Reports*
Exhibit 12.6	Data Retention Schedule*
Exhibit 13.1	Business Continuity Plan*
Exhibit 14.1A	Designated Item Processing Fees**
Exhibit 14.1B	Designated Lockbox Fees**
Exhibit 20.1	Termination Fees**
Exhibit 26.19	Relationship Management Model*

-v-

ITEM PROCESSING AND LOCKBOX SERVICES AGREEMENT

ITEM PROCESSING AND LOCKBOX SERVICES AGREEMENT (this “Agreement”) dated as of October 26, 2007 (the “Agreement Date”), by and between THE NORTHERN TRUST COMPANY (“Northern Trust”), an Illinois banking corporation, and FISERV SOLUTIONS, INC. (“Fiserv”), a Wisconsin corporation.

W I T N E S S E T H:

WHEREAS, based on the proposal submitted by Fiserv to Northern Trust on September 29, 2006, Northern Trust and Fiserv have engaged in extensive negotiations, discussions and due diligence culminating in the relationship described in this Agreement;

WHEREAS, based on such proposal, Northern Trust desires to retain Fiserv as its primary provider of item processing and lockbox processing services; and

WHEREAS, Fiserv intends to perform the services described in this Agreement reflecting appropriate new technologies for providing such services;

NOW, THEREFORE, Fiserv and Northern Trust agree as follows:

ARTICLE 1.

DEFINITIONS

The following defined terms have the meanings specified in the Agreement portion indicated below:

TERM	DEFINED IN
Additional Fees	Section 14.1
Agreement	Heading
Agreement Date	Heading
Business Continuity Plan	Section 13.1
Business Plan	Section 9.4
Change(s)	Section 4.1
COLA Factor	Section 14.2
Completion Date	Section 3.2
Conclusion Date	Article 19
Contract Year	Section 2.2
Critical Services	Section 13.1
Customization and Testing Hours	Section 4.1
Data	Section 12.6
Designated Fees	Section 14.1
Designated Item Processing Fees	Section 14.1
Designated Lockbox Fees	Section 14.1
Designated Service Levels	Section 5.1
Designated Item Processing Services	Section 3.1

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Designated Lockbox Services	Section 3.1
Designated Services	Section 3.1
Developed Software	Section 10.2
Disaster	Section 13.1
Discloser	Section 17.2
Dispute	Section 23.2
Effective Date	Section 2.1
Estimated Fees	Section 14.1
Estimated New Service Fees	Section 14.1
Estimated Designated Fees	Section 14.1
Estimated Out-of-Pocket Expenses	Section 14.1
Fees	Section 14.4
Force Majeure Event	Section 13.2
Fiserv Agent(s)	Section 8.4
Fiserv Implementation Manager	Section 3.3
Fiserv Information	Section 17.1
Fiserv Proprietary Software	Section 10.3
Fiserv Relationship Manager	Section 8.1
Fiserv Software	Section 10.3
Fiserv Systems	Section 7.1
Fiserv Third Party Software	Section 10.3
Hearing	Section 23.3
Implementation Managers	Section 3.4
Implementation Period	Section 3.2
Implementation Plan	Section 3.2
Implementation Procedures	Section 4.2
Implementation Services	Section 4.1(b)
Improved Technology	Section 3.5
Information	Section 17.1
Initial Term	Section 2.1
LOI Additional Services	Section 3.2
Losses	Section 24.1
Management Committee	Section 9.2
New Service(s)	Section 4.1
New Service Fees	Section 14.4
New Service Levels	Section 5.2
New Services Schedule	Section 4.1
Northern Trust Agent(s)	Section 10.3
Northern Trust	Heading
Northern Trust Data	Section 12.3
Northern Trust Implementation Manager	Section 3.4
Northern Trust Information	Section 17.1
Northern Trust Proprietary Software	Section 10.1
Northern Trust Relationship Manager	Section 8.2
Northern Trust Retained Responsibilities	Article 11
Northern Trust Software	Section 10.1

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Northern Trust Systems	Section 7.2
Northern Trust Third Party Software	Section 10.1
Notice	Section 26.2
Original Service Location	Section 6.1
Out-of-Pocket Expenses	Section 14.4
Problem	Section 8.3
Recipient	Section 17.1
Reconstruction Costs	Section 26.18
Relationship Managers	Section 8.2
Renewal Term(s)	Section 2.2
Report(s)	Section 12.1
Residuals	Section 17.3
Securities	Section 26.18
Service Levels	Section 5.2
Service Location(s)	Section 6.1
Services	Section 4.1
Software	Section 10.3
SmartBox	Section 3.6
Statement of Work	Section 4.1
Systems	Section 7.2
Taxes	Article 15
Term	Section 2.2
Termination Assistance Period	Article 21
Termination Assistance Services	Article 21
Yearly Damage Cap	Section 25.1

ARTICLE 2.

TERM

2.1 Initial Term. The initial term of this Agreement shall commence on January 1, 2008 (the “Effective Date”) and shall continue until midnight Central Time on June 30, 2013 (the “Initial Term”), unless terminated earlier pursuant hereto.

2.2 Renewal Term. Upon Initial Term expiration, this Agreement shall automatically renew for two successive one-year terms (collectively, “Renewal Terms”; and each, a “Renewal Term”) unless terminated (1) earlier pursuant to Article 19; or (2) by either party upon at least 365 days’ written Notice to the other prior to Initial Term expiration or any Renewal Term expiration. The Initial Term and any Renewal Terms are collectively called the “Term”. Each 12-month period commencing on the Effective Date during the Term is called a “Contract Year”.

ARTICLE 3.

DESIGNATED SERVICES.

3.1 Designated Services. Fiserv shall provide Northern Trust (1) the item processing services listed in Exhibit 3.1A (“Designated Item Processing Services”) and (2) the lockbox

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processing services listed in Exhibit 3.1B (“Designated Lockbox Services;” Designated Lockbox Services and Designated Item Processing Services being collectively, “Designated Services”). Fiserv shall assume full responsibility for managing, administering, operating and maintaining the Northern Trust Systems, Northern Trust Software and such other resources as are mutually agreed by the parties. During the Term, Fiserv shall be the exclusive provider for Northern Trust of services substantially similar to the Designated Services that Northern provides to its customers. Fiserv may, at its option, agree to provide Designated Services to any affiliate of Northern Trust upon such terms as may be mutually agreeable to such Northern Trust affiliate and Fiserv at such time; provided, however, that neither Fiserv nor any Northern Trust affiliate shall be under any obligation to enter into such an agreement. Northern Trust and any Northern Trust affiliate may enter into agreements with other providers for services substantially similar to New Services.

3.2 Implementation. Commencing on the Effective Date and continuing until June 30, 2011 or such other date as may be mutually agreed between the parties (“Completion Date”), Fiserv shall implement the systems and data described in Exhibit 3.2 in accordance with the implementation plan set forth in Exhibit 3.2 (the “Implementation Plan”; the period commencing on the Effective Date until the Completion Date being the “Implementation Period”). Fiserv shall also provide certain services under the Implementation Plan as set forth in Exhibit 3.2 (collectively, the “LOI Additional Services”). During the Implementation Period, (1) Fiserv shall provide Northern Trust with monthly reports on its progress, and (2) Fiserv shall provide the Management Committee with regular reports of its progress. Without limiting the rights of Northern Trust under Sections 24 and 25, failure to meet the requirements of the Implementation Plan will result in Fiserv paying Northern Trust liquidated damages, as described in Exhibit 3.2. Notwithstanding anything in this Agreement to the contrary, all costs, fees and expenses associated with the provision of the LOI Additional Services, the implementation of the LOI Additional Services, and the upgrade to the 4.07 DMP platform (as described in Exhibit 3.2) shall be borne by Fiserv; provided, however that in the event that a Change is made to an LOI Additional Service or there is a material change to the scope of the upgrade to the 4.07 DMP platform (as described in Exhibit 3.2), then the costs, fees and expenses associated with such Change or material change shall be borne as mutually agreed by the parties hereto.

3.3 Fiserv Implementation Manager. Fiserv shall appoint an individual who shall be in charge of implementing the Implementation Plan on behalf of Fiserv during the Implementation Period (the “Fiserv Implementation Manager”). The initial Fiserv Implementation Manager shall be Anna M. Quinlan. Fiserv may change the Fiserv Implementation Manager at any time upon notice to Northern Trust.

3.4 Northern Trust Implementation Manager. Northern Trust shall appoint an individual who shall be in charge of implementing the Implementation Plan on behalf of Northern Trust during the Implementation Period (the “Northern Trust Implementation Manager”; the Northern Trust Implementation Manager and the Fiserv Implementation Manager being collectively the “Implementation Managers”). The initial Northern Trust Implementation Manager shall be Donald E. Berk. Northern Trust may change the Northern Trust Implementation Manager at any time upon notice to Fiserv.

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3.5 Improved Technology. Fiserv shall use reasonable efforts to provide Northern Trust access to, for Northern Trust’s evaluation and acceptance testing, new information technology developments relating to the financial and information services industries or to any Designated Services (“Improved Technology”), provided, that such access is not inconsistent with Fiserv’s obligations of confidentiality to any unaffiliated third party. All costs, fees and expenses associated with such evaluation and testing shall be borne by the parties as mutually agreed by the parties hereto. Fiserv shall use reasonable efforts to adopt and implement at its cost any Improved Technology that becomes the industry standard for leading technology banking service institutions serving the large corporate market. In addition, to the extent not inconsistent with Fiserv’s obligations of confidentiality to any unaffiliated third party, Fiserv shall meet with Northern Trust at least once each Contract Year to inform Northern Trust of any Improved Technology related to any item or information processing or imaging technology Fiserv is developing, or is considering developing, or is otherwise aware of, that relates to either the financial or information services industries or to any Designated Services. Except as otherwise mutually agreed by the parties hereto, Fiserv covenants and agrees (1) that any and all third-party software used by Fiserv to provide the Designated Services shall never be more than one version behind the then-current release of such third-party software available in the marketplace, and (2) that the same software shall be used at each Service Location. Each quarter, Fiserv shall obtain an update from its software vendors that identifies the current released version of third-party software used by Fiserv to provide the Designated Services and such updates shall be discussed in the monthly management meetings described in Exhibit 9.3. In the event that a new version of any software used by Fiserv to provide the Designated Services becomes publicly available and Northern Trust believes that Fiserv should obtain such new version and Fiserv disagrees, then the matter shall be deemed to be a Dispute subject to the resolution procedures set forth in Article 23 of this Agreement. Fiserv also covenants and agrees to use reasonable efforts to remain current with respect to new information technology developments relating to the Designated Services.

3.6 SmartBox. Notwithstanding anything to the contrary in this Agreement, in the event that Northern Trust pays Fiserv fees or uses Customization and Testing Hours for the purpose of upgrading the current SmartBox software application, Fiserv covenants and agrees that it shall not use such upgraded software to provide Services to any item processing client or lockbox processing client other than Northern Trust. Fiserv may offer the version of SmartBox in use as of the Effective Date to any of its clients provided that such Fiserv client is not offering SmartBox to a Northern Trust client as of the Effective Date. For purposes of this Agreement, “SmartBox” shall mean the highly-customized receivables matching management system designed to speed the billing process by integrating all elements of the billing, receivables, and collection cycle, including paper and electronic payment processing, lockbox deposits, remittance data capture and reconcilement, invoice detail, data transmissions for automated cash applications, and remittance document imaging and delivery.

3.7 Financial Reports and Other Information. Fiserv shall provide Northern Trust within (1) 90 days after the end of its fiscal year, copies of Form 10-K as filed by Fiserv, Inc.; and (2) 45 days after the end of each of its fiscal quarters, copies of Form 10-Q as filed by Fiserv, Inc. Northern Trust may review and obtain access to such Forms 10-K and 10-Q at any time via www.fiserv.com<http://www.fiserv.com/>, or www.sec.gov<http://www.sec.gov/>. The foregoing shall be prepared in accordance with generally accepted accounted principles

5

unless noted therein. In addition, Fiserv shall provide Northern Trust within (1) 45 days after Fiserv’s fiscal year end and (2) 45 days after Fiserv’s fiscal quarter ends, copies of the unaudited management report for each Service Location as of the fiscal year end, detailing volumes processed, staffing levels, service level performance, number of new clients added during the period, and other operational statistics that may be agreed upon by the parties for the period then ended.

ARTICLE 4.

NEW SERVICES AND CHANGES

4.1 New Services. (a) Northern Trust may from time to time request that Fiserv perform additional services related to item processing or lockbox processing either in addition to or outside the scope of Designated Services and/or the LOI Additional Services and (1) that require resources other than those required for performance of Designated Services or the LOI Additional Services or require additional start-up expenses not otherwise required for the performance of Designated Services or the LOI Additional Services, including (a) certain Software modifications; and (b) additions to a Designated Service or an LOI Additional Service (collectively, “New Services;” New Services, Designated Services, and LOI Additional Services being collectively, “Services”) or (2) that materially change a Service (each a “Change;” collectively, “Changes”).

(b) Fiserv agrees to provide 2,000 hours (“Customization and Testing Hours”) to Northern Trust in connection with Fiserv’s provision of the LOI Additional Services. Beginning with the second Contract Year and continuing until the end of the Term, Fiserv shall provide to Northern Trust 1,000 Customization and Testing Hours per Contract Year in connection with the provision of any Services. The parties hereto agree that the projects and services to be included in the Customization and Testing Hours shall be as defined in Addendum A to Exhibits 14.1A and 14.1B. The budgeting of hours by project to be included in Customization and Testing Hours shall be mutually agreed upon by Fiserv and Northern Trust in writing. The parties shall use their reasonable efforts to assure that all projects involving Customization and Testing Hours are completed without material variation from the time budgeted for such projects in the applicable statement of work, the form of which is set forth in the New Services Schedule. If any proposed service is not part of Customization and Testing Hours, the applicable statement of work shall include, at a minimum, (i) the time frame for delivery or performance of such service; (ii) if applicable, a description of such service’s scope and functionality; (iii) the applicable terms, conditions and fees to be paid with respect to such service; (iv) an explanation of Fiserv’s actual business case and a proposed business justification on behalf of Northern Trust in respect of such proposal; and (v) to the extent applicable, an estimate of the resource requirements (Fiserv and Northern Trust) necessary to develop and implement such service (each, a “Statement of Work”). The parties hereto agree to use available Customization and Testing Hours for a given Contract Year prior to incurring any billable charges for applicable services or projects.

(c) Fiserv also may submit a Statement of Work to Northern Trust to make a Change to any Service. If (i) Northern Trust elects to have Fiserv make such Change and (ii)

6

both parties agree that such Change will be beneficial, Northern Trust and Fiserv shall execute an amendment to this Agreement in substantially the form set forth in Exhibit 4.1 for such New Service or Change (a “New Services Schedule”). Fiserv shall perform its responsibilities as required in the applicable New Services Schedule related to any New Service or Change.

4.2 Implementation Procedures. Fiserv shall implement New Services and Changes in accordance with Fiserv and Northern Trust’s then applicable change control procedures (“Implementation Procedures”).

4.3 Status Reports. Fiserv shall provide Northern Trust with monthly reports of the status of its progress in implementing Services and Changes.

ARTICLE 5.

SERVICE LEVELS

5.1 Designated Service Levels. As of the Effective Date, Fiserv shall provide (1) Designated Item Processing Services at or better than the levels of service set forth in Exhibit 5.1A and (2) Designated Lockbox Services at or better than the levels of services set forth in Exhibit 5.1B, which Northern Trust represents and warrants are the corresponding levels of service as of the Effective Date (collectively, “Designated Service Levels”). Without limiting the rights of Northern Trust under Sections 24 and 25, failure to meet those service levels for two consecutive months will be deemed to be a Dispute to be resolved by the Management Committee pursuant to Section 23.2 of this Agreement.

5.2 New Service Levels. Fiserv shall provide New Services and Changes at levels equal to or better than the levels of service (1) specified in the applicable New Services Schedule; or (2) otherwise mutually established by Northern Trust and Fiserv (collectively, “New Service Levels”; Designated Service Levels and New Service Levels being collectively, “Service Levels”).

5.3 Service Levels Adjustment. At least once each Contract Year, the Management Committee shall review Service Levels for the preceding Contract Year. In respect of any Service Levels that require periodic adjustment or that are no longer appropriate because of a Change or other technology that has been implemented to change or enhance Services, the Management Committee may recommend that such Service Levels be adjusted as of January 1 of the subsequent Contract Year, and, upon mutual agreement of the parties hereto, such Service Levels shall be adjusted with expenses related thereto paid as mutually agreed. In addition, either Northern Trust or Fiserv may, at any time upon 60 days prior notice to the other party, initiate negotiations to review and adjust any Service Levels that such party in good faith believes are inappropriate at the time.

5.4 Service Reports. Fiserv shall provide Northern Trust with monthly reports in respect of Designated Service Levels set forth in Exhibits 5.1A and 5.1B, respectively, and any New Service Levels described in Section 5.2.

5.5 Float Policy. In performing the Designated Services, Fiserv shall observe the Float Policy set forth in Exhibit 5.5.

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ARTICLE 6.

SERVICE LOCATIONS AND RELATED PROCEDURES.

6.1 Service Locations. The main location for the provision of the Services shall be at 350 North Orleans, Chicago, Illinois 60654 (the “Original Service Location”). Fiserv shall not relocate the Original Service Location at which the Services are provided without the prior written consent of Northern Trust, which cannot be unreasonably withheld. During the Initial Term, Fiserv shall establish satellite sites for the provision of the Designated Lockbox Services according to the schedule and subject to any other requirements set forth in Exhibit 6.1. Northern Trust shall be permitted access to any locations used by Fiserv to perform any of the Services (such locations being “Service Locations”) at all times and subject to any reasonable notice, security and confidentiality procedures in effect at such Service Location. Fiserv specifically covenants and agrees that all such facilities will be maintained appropriately during normal hours of operation (including second or third shifts) for tours by clients and prospective clients of Northern Trust. Full access to each Service Location will also be provided so that state and federal regulators to which Northern Trust, Northern Trust’s clients and the Services are subject shall be allowed to examine all aspects of applicable laws and regulations, including, without limitation, Fiserv’s data and system security.

6.2 Facilities Security Procedures. Fiserv shall implement, maintain, and enforce reasonable environmental and physical security standards and procedures at each Service Location.

6.3 Data and Systems Security. (a) Fiserv shall (1) implement, maintain, and enforce data and systems security in respect of Fiserv Systems; and (2) maintain and enforce in respect of (a) any Northern Trust Systems that Fiserv is responsible for as part of Designated Services; and (b) any Northern Trust Data, in each case on-line security standards and procedures at least as rigorous as those in effect at the Original Service Location as of the Effective Date.

(b) In the event Northern Trust Data is transmitted over an unsecured electronic network, the information must be either (1) encrypted using a commercially reasonable security technology that, at a minimum, is equivalent to 128-bit RC4 encryption technology (or its equivalent at the time) or (2) transmitted via a secure session that utilizes a commercially reasonable security technology that provides a level of security that, at a minimum, is equivalent to 128-bit RC4 encryption technology.

(c) Fiserv shall encrypt any Northern Trust Data on portable media, including without limitation laptop computers, CD-ROMs, and thumb drives, in the event that such media is used or sent out of any Fiserv Service Location. The obligation set forth in the immediately preceding sentence applies to portable media used by any Fiserv Agent. Fiserv shall also notify the Northern Trust Relationship Manager promptly of any security breach or acquisition of Northern Trust Data by an unauthorized person.

8

(d) In addition to the requirements set forth in Section 17.2 of this Agreement, Fiserv shall maintain the confidentiality of any nonpublic personal information obtained from Northern Trust in connection with the provision of the Services according to the standards established by 15 U.S.C. Section 6802 and any regulations issued in accordance thereto, subject to any statutory and regulatory exceptions. Fiserv shall also maintain appropriate measures designed to meet the objectives of the guidelines establishing information security standards as adopted by federal bank regulatory agencies, as well as any standards established by the Securities and Exchange Commission. Fiserv acknowledges that such standards currently require that reasonable measures be implemented to (1) ensure the security and confidentiality of any Northern Trust’s consumer customer information in Fiserv’s possession or control; (2) protect against any anticipated threat or hazards to the security or integrity of Northern Trust’s consumer customer information; (3) protect against unauthorized access to or use of Northern Trust’s consumer customer information that could result in substantial harm or inconvenience to any consumer customer of Northern Trust; and (4) ensure the proper disposal of Northern Trust’s consumer customer information.

ARTICLE 7.

SYSTEMS.

7.1 Fiserv Systems. Except as provided in Article 10, any systems and related documentation and procedures and any modifications or enhancements to such systems or related documentation or procedures designed, developed, owned, acquired, or licensed by Fiserv or any of its affiliates (other than Northern Trust and its affiliates) related to Services (“Fiserv Systems”) shall be the exclusive property of Fiserv or its third party licensor or lessor, as the case may be. Fiserv shall maintain the Fiserv Systems in good working order, to the reasonable satisfaction of Northern Trust. Fiserv shall also maintain in good working order the interfaces the Fiserv Systems have with any systems, software or devices of Northern Trust. Fiserv will also cooperate with establishing and maintaining any interfaces it might have with third parties in providing the Services. Except as otherwise provided herein, Northern Trust shall have no rights to or interests in Fiserv Systems.

7.2 Northern Trust Systems. Except as provided in Article 10, any systems and related documentation or procedures and any modifications or enhancements to such systems or related documentation or procedures designed, developed, owned, acquired, or licensed by Northern Trust or any of its affiliates related to Services (“Northern Trust Systems”; the Fiserv Systems and the Northern Trust Systems being collectively, “Systems”) shall be the exclusive property of Northern Trust or its third party licensor or lessor, as the case may be. Fiserv shall have no rights to or interests in Northern Trust Systems. Fiserv shall maintain in good working order and shall not injure or compromise in any material way the portion of Northern Trust Systems that Fiserv uses or with which Fiserv interfaces in order to provide Services.

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ARTICLE 8.

RELATIONSHIP TEAM.

8.1 Fiserv Relationship Manager. Fiserv shall appoint an individual who shall be in charge of the performance of the Services (the “Fiserv Relationship Manager”). The initial Fiserv Relationship Manager shall be Ted Wong. Fiserv may change the Fiserv Relationship Manager at any time upon notice to Northern Trust.

8.2 Northern Trust Relationship Manager. Northern Trust shall appoint an individual who shall be in charge of working with the Fiserv Relationship Manager in connection with the performance of the Services by Fiserv (the “Northern Trust Relationship Manager”; the Fiserv Relationship Manager and Northern Trust Relationship Manager being collectively, “Relationship Managers”). The initial Northern Trust Relationship Manager shall be Karen Beata. Northern Trust may change the Northern Trust Relationship Manager at any time upon notice to Fiserv.

8.3 Problem Notification. In the event Fiserv becomes aware (either through notification by Northern Trust or otherwise) of a Systems, Software, or Services event, occurrence, error, defect, or malfunction that Fiserv reasonably believes would materially affect any of the Services (each, a “Problem”), Fiserv shall promptly notify the Northern Trust Relationship Manager of such Problem. Fiserv shall treat such Problem as a priority and work diligently to avert any adverse effect such Problem may have on the Services. If the Problem is not corrected within 24 hours, Fiserv shall devote sufficient increased resources to either correct the Problem or provide a work around acceptable to Northern Trust. If the Problem has not been corrected within two days, Fiserv shall pay damages to Northern Trust as determined by the Management Committee, with such damages to be governed pursuant to the provisions of this Agreement. If more than one Problem arises or occurs at one time, the Northern Trust Relationship Manager shall determine and inform Fiserv promptly as to the order of priority in which such Problems shall be addressed and resolved.

8.4 Conduct of Fiserv Employees and Agents. Fiserv’s employees, agents, contractors, and subcontractors, including any temporary employees of Fiserv involved in the provision of any of the Services (collectively, “Fiserv Agents”) shall (1) in the event that Fiserv Agents are performing any of the Services at a Northern Trust location, comply with reasonable Northern Trust requests, rules, and regulations regarding personal and professional conduct (including the wearing of a particular uniform or business attire, identification badge or adhering to general security procedures) generally applicable to that Northern Trust location; (2) adhere to applicable security procedures; (3) otherwise conduct themselves in a businesslike and professional manner; and (4) upon Northern Trust’s request at any time, be made reasonably available to Northern Trust to assist in a Northern Trust RFP process relating to services substantially similar to the Services.

8.5 Fiserv Employment Policies. Fiserv shall exercise due care and diligence in the selection and training of Fiserv Agents and shall take reasonable steps to assure that Services are provided only by persons who have not been convicted of a criminal offense involving violence, dishonesty or any breach of trust. Fiserv shall include language on its employment application or

10

in its subcontracts requiring prospective Fiserv Agents to attest to not having been so convicted. Each Fiserv Agent involved in providing Services shall be bondable and covered by the insurance required under Section 26.18. Fiserv and each Fiserv Agent will not discriminate against any of its employees or applicants for employment because of age, race, color, religion, sex, national origin, ancestry, disability, handicap, or veteran status or any other basis prohibited by applicable federal, state or local law, and will comply with all applicable requirements of the equal opportunity and affirmative action clauses set forth in Executive Order 11246 and Executive Order 13201 (applicable to subcontractors), as amended, in the regulations of the Department of Labor implementing the Vietnam Era Veterans Readjustment Act of 1974, and in the Rehabilitation Act of 1973, as amended, which, together with the implementing rules and regulations prescribed by the U.S. Secretary of Labor, are incorporated in this Agreement by reference.

ARTICLE 9.

MANAGEMENT AND CONTROL

9.1 Management Meetings. During the Term, at least quarterly meetings of the Management Committee shall be held at a designated site or by conference call or video conference, as may be agreed by the members of the Management Committee.

9.2 Management Committee. Northern Trust shall appoint three members of its management staff, and Fiserv shall appoint three members of its management staff, to serve on a management committee (the “Management Committee”). The initial Northern Trust–appointed members of the Management Committee shall be Arthur J. Fogel, Marianne G. Doan and Donald E. Berk. The initial Fiserv–appointed members of the Management Committee shall be Stephen J. Ward, Anna M. Quinlan, and Teri M. Carstensen. Each of Northern Trust and Fiserv may change any of the members whom it appoints to the Management Committee at any time upon notice to the other. The Management Committee shall be authorized and responsible for (1) generally overseeing the performance of the Services, including, without limitation, service level performance; (2) making recommendations relating to the achievement of Northern Trust strategic and tactical objectives in respect of the establishment, budgeting, and implementation of Northern Trust’s priorities and plans for item processing or lockbox processing and communications relating thereto; (3) monitoring and resolving Disputes (including, without limitation, a determination of possible liquidated damages); (4) identifying major enhancements each Contract Year and determining which of those will be part of the Customization and Testing Hours for the Contract Year; (5) monitoring provision of Customization and Testing Hours and special projects according to the standards mutually agreed upon by Fiserv and Northern Trust in writing; (6) coordinating and planning for the provision of New Services or Changes; (7) monitoring and resolving concerns identified by Northern Trust’s control unit or fraud unit; and (8) and generally overseeing the relationship between Northern Trust and Fiserv.

9.3 Management Committee Direction. Each party shall abide by the directions and plans of the Management Committee. The management process for the Management Committee and the performance of the Services shall be as described in Exhibit 9.3 hereto. Decisions of the Management Committee will be made by consensus.

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ARTICLE 10.

SOFTWARE

10.1 Northern Trust Software.

(1) Northern Trust hereby grants Fiserv during the term hereof, a non-exclusive, non-transferable license to (a) use to the extent required to perform the Services and to the extent and on the terms as may be mutually agreed by the parties, to perform services for other customers of Fiserv, (i) Northern Trust proprietary software used prior to the Effective Date to perform the Designated Services, including the Northern Trust proprietary software listed in Exhibit 10; and (ii) to the extent agreed upon by the parties, any other Northern Trust proprietary software acquired by Northern Trust after the Effective Date for use related to Services (collectively, “Northern Trust Proprietary Software”); (b) use to the extent required to perform the Services and to the extent and on the terms as may be mutually agreed by the parties, to perform services for other customers of Fiserv, (i) the software licensed or leased by Northern Trust from a third party prior to the Effective Date and used to perform Designated Services, including the licensed or leased software listed in Exhibit 10; and (ii) to the extent agreed upon by the parties, any software licensed or leased by Northern Trust from a third party after the Effective Date for use related to Services (collectively, “Northern Trust Third Party Software”); and (c) use any documentation related to Northern Trust Proprietary Software or Northern Trust Third Party Software in Northern Trust’s possession on or after the Effective Date to the extent required to perform the Services and to the extent and on the terms as may be mutually agreed by the parties, to perform services for other customers of Fiserv, (Northern Trust Proprietary Software, Northern Trust Third Party Software, and such documentation being collectively, the “Northern Trust Software”). Northern Trust Software shall be the exclusive property of Northern Trust or its third-party licensor, as the case may be, and Fiserv shall have no rights to or interests in Northern Trust Software, except the license described in this Section 10.1. Nothing herein shall in any way affect Northern Trust’s rights to the Northern Trust Software, which except as specifically described herein, remains absolute. Upon the expiration or termination of this Agreement, the rights granted to Fiserv in this Section 10.1 shall immediately revert to Northern Trust.

(2) Fiserv may sublicense to Fiserv Agents (each such sublicenses must be specifically approved by Northern Trust) the right to use Northern Trust Software to the extent set forth in Section 10.1(1) and as may otherwise be mutually agreed.

(3) Upon expiration or termination of this Agreement for any reason, Fiserv shall provide Northern Trust with all extant copies in its possession of Northern Trust Software, whether in written or electronic form or otherwise.

(4) Fiserv shall not reverse engineer or decompile Northern Trust Software.

10.2 Developed Software. Except as otherwise provided as part of a New Services Schedule in accordance with Article 4, (1) any enhancements or modifications to the Northern

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Trust Software (“Developed Software”) shall be and shall remain the exclusive property of Northern Trust or the applicable third party licensor. Fiserv shall provide Northern Trust with documentation and source code for all Developed Software at the time the Developed Software goes into use. (2) In consideration of the payments made by Northern Trust hereunder, Fiserv hereby assigns to Northern Trust all right, title, and interest in the Developed Software and agrees to execute such documents and take such actions as shall be reasonably necessary to effect such assignments. (3) Northern Trust hereby grants to Fiserv during the Term a non-exclusive, non-transferable license to use Developed Software to the extent required to perform the Services and to the extent and on the terms as may be mutually agreed by the parties, to perform services for other customers of Fiserv. (4) Fiserv may sublicense to Fiserv Agents (each of whom shall be specifically approved by Northern Trust) the right to use Developed Software during the Term of this Agreement. (5) Upon expiration or termination of this Agreement for any reason, Fiserv shall deliver to Northern Trust all extant copies in its possession of Developed Software and any related documentation, whether in written or electronic form or otherwise, unless any such Developed Software shall be being used by Fiserv to provide services to other customers of Fiserv, in which case upon payment of a fair market license fee, the rights granted to Fiserv in this Section 10.2 shall continue until any services agreements with such other customers using such Developed Software shall expire or otherwise lapse.

10.3 Fiserv Software. (1) All software and related documentation (a) (i) owned by Fiserv prior to the Effective Date or of which Fiserv acquires ownership after the Effective Date, which is used to perform the Services; or (ii) developed by Fiserv after the Effective Date that is not Developed Software (collectively, “Fiserv Proprietary Software”); or (b) licensed or leased from a third party by Fiserv prior to or after the Effective Date that is used to perform the Services (“Fiserv Third Party Software”; the Fiserv Proprietary Software and the Fiserv Third Party Software being collectively, the “Fiserv Software”) shall be the exclusive property of Fiserv or its third-party licensor, as the case may be, and Northern Trust shall have no rights to or interests in Fiserv Software except as described in this Section 10.3 or Section 3.6. (2) Fiserv shall use Fiserv Software to provide the Services at no additional cost to Northern Trust other than as expressly provided in this Agreement. (3) Northern Trust may sublicense to its employees, agents, contractors and subcontractors (collectively, “Northern Trust Agents”) (each of such sublicensees shall be specifically approved by Fiserv) the right to use the Fiserv Software. Upon expiration or termination of this Agreement and upon payment by Northern Trust to Fiserv of the then current licensing fee from time to time, if any (so long as the licensing fee is no higher than the amount charged to any other non-affiliated third party), Fiserv shall deliver to Northern Trust a copy of, and hereby grants, or shall cause to be granted to Northern Trust, a non-exclusive, non-transferable license to use and to sublicense to a third party to use, the Fiserv Software. Upon the expiration or termination of (i) this Agreement; and (ii) the license granted in the preceding sentence, the rights granted to Northern Trust in this Section 10.3 shall immediately revert to Fiserv. Northern Trust Software, Developed Software, and Fiserv Software are collectively called “Software”.

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ARTICLE 11.

NORTHERN TRUST RETAINED RESPONSIBILITIES

Unless provided by Fiserv as a New Service, Northern Trust shall be responsible for the services set forth in Exhibit 11 (“Northern Trust Retained Responsibilities”). Northern Trust shall submit to Fiserv monthly invoices for Northern Trust Retained Responsibilities provided in the prior month. Fiserv shall (1) pay such invoiced amounts to Northern Trust or (2) credit such invoiced amounts against the Designated Item Processing Fees or the Designated Lockbox Fees, as applicable, for the immediately following month, in either case no later than 15 days following Fiserv’s receipt of each monthly invoice.

ARTICLE 12.

REPORTS AND DATA.

12.1 Reports. Fiserv shall provide Northern Trust those reports described in Exhibit 12.1 (collectively, “Reports”). Reports shall be prepared by Fiserv and provided to Northern Trust according to the schedules set forth in Exhibit 12.1 and in substantially the same form as described in Exhibit 12.1 unless otherwise mutually agreed.

12.2 Inspection of Reports. Northern Trust shall (1) inspect and review Reports; and (2) provide Fiserv with a notice of any errors or inaccuracies in (a) daily and weekly Reports within 30 days of receipt; and (b) in monthly or other Reports within 45 days of receipt.

12.3 Northern Trust Data Ownership. All data and information, including checks, remittance information, client data, client instructions, image data, microfilm records and other instruments and items, submitted to Fiserv by Northern Trust or its affiliates or their customers in connection with the Services (“Northern Trust Data”) is and shall remain Northern Trust’s or its affiliates’ property or property of their respective customers, as applicable. Northern Trust Data shall not be (1) used by Fiserv and Fiserv Agents other than in connection with providing the Services; (2) sold, assigned, licensed or leased to third parties by Fiserv and Fiserv Agents; or (3) commercially exploited by or on Fiserv’s or Fiserv Agents’ behalf.

12.4 Errors Correction. Fiserv shall promptly correct at its expense any errors or inaccuracies in Northern Trust Data and Reports caused by Fiserv or Fiserv Agents. At Northern Trust’s request and expense, Fiserv shall promptly correct (a) any other errors or inaccuracies in Northern Trust Data and Reports; and (b) any errors or inaccuracies identified by Northern Trust after the applicable review period expiration described in Section 12.2. Northern Trust is responsible for (i) Northern Trust Data accuracy and completeness other than that caused by Fiserv or Fiserv Agents; and (ii) any errors or inaccuracies in and with respect to data obtained from Fiserv or Fiserv Agents because of any inaccurate or incomplete Northern Trust Data other than that caused by Fiserv or Fiserv Agents. Fiserv is responsible for all of the completeness of the Reports and any errors or inaccuracies in its data or Reports.

12.5 Return of Data. Except to the extent that Northern Trust’s request requires personnel or other resources other than those allocated for the provision of the Services in the

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ordinary course of business, in which case the time and material charges set forth in Exhibits 14.1A and 14.1B shall apply, Fiserv shall on (1) Northern Trust’s request at any time including, without limitation, during a Northern Trust-initiated RFP process relating to services substantially similar to the Services, and (2) upon Termination Assistance Services cessation, (a) promptly return to Northern Trust, in the format and on the media mutually agreed and within the timeframe reasonably requested by Northern Trust, all of Northern Trust Data; and (b) erase or destroy all or part of Northern Trust Data in Fiserv’s possession prior to Termination Assistance Services cessation after successfully returning Northern Trust Data pursuant to this Section 12.5. Archival tapes containing any Northern Trust Data shall be used solely for back-up purposes. Fiserv shall be relieved of its obligations to provide Services (except for any Termination Assistance Services to the extent such Termination Assistance Services can be provided without such Northern Trust Data) should Northern Trust require Fiserv to erase or destroy all Northern Trust Data in its possession prior to cessation of all Termination Assistance Services.

12.6 Data Retention. Fiserv and Northern Trust shall each make and maintain tapes or other media containing copies of any Northern Trust Data then residing on Systems (“Data”) in accordance with the Data Retention Schedule set forth in Exhibit 12.6. On request, authorized Fiserv and Northern Trust personnel shall be permitted access at any time to any facilities used to store Data during normal business hours and subject to any reasonable security and confidentiality procedures or other restrictions in effect at such facilities. Fiserv and Northern Trust shall each maintain Data copies for at least the period specified in Exhibit 12.6 from the date each such Data was made. Fiserv shall maintain its Data copies at locations other than the Service Locations.

12.7 Records. Fiserv shall keep accurate books and records, consistent with its customary accounting and business practices (sufficient to support the Reports), which relate to the performance of the Services hereunder. Upon request from Northern Trust, Fiserv shall provide to Northern Trust and its agents, attorneys and accountants access during normal business hours to such books and records at the offices of Fiserv and the Service Locations for the purpose of copying, verifying and auditing such books and records.

ARTICLE 13.

CONTINUED PROVISION OF SERVICES.

13.1 Business Continuity Plan. Fiserv shall (1) maintain and, in the event of a Disaster, implement business continuity procedures in respect of the Service Locations as set forth in Exhibit 13.1 (collectively, the “Business Continuity Plan”); (2) periodically update and test twice a year, with Northern Trust’s participation, Business Continuity Plan operability; (3) provide Northern Trust with a current Business Continuity Plan copy; (4) certify in writing to Northern Trust the Business Continuity Plan is fully operational at least twice every Contract Year; (5) implement the Business Continuity Plan upon the occurrence of a disruption in the provision or receipt of Services (a “Disaster”); (6) consult with Northern Trust regarding Services priority during pendency of a Disaster; and (7) at least annually during the Term of this Agreement, gain Northern Trust’s written approval to the Business Continuity Plan and provide

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Northern Trust with an overview of Northern Trust responsibilities under the Business Continuity Plan. In the event of a Disaster and as part of the Business Continuity Plan, Fiserv shall restore those services designated in the Business Continuity Plan as critical services (“Critical Services”) in accordance with the Business Continuity Plan. All services restored by Fiserv shall be restored in accordance with the Business Continuity Plan. Fiserv may, upon approval of Northern Trust, modify or change the Business Continuity Plan at any time; provided, however, that such change or modification shall not adversely affect Fiserv’s obligation to restore Services in accordance with this Section 13.1, Article 4, and Section 13.2.

13.2 Force Majeure. Neither Northern Trust nor Fiserv shall be liable for a failure or delay in the performance of its obligations pursuant to this Agreement (including in the event of failure or delay in respect of providing Services) (1) provided that such failure or delay (a) could not have been prevented by reasonable precautions; and (b) cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work around plans, or other means; and (2) if such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, strikes, lockouts or labor difficulties, or any other similar causes, beyond the reasonable control of such party (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Agreement to the extent affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) such party continues to use commercially reasonable efforts to recommence performance. The party who is failing or delayed in performance by a Force Majeure Event shall (x) promptly notify the other party by telephone (to be promptly confirmed in writing) of the occurrence of a Force Majeure Event; and (y) describe in reasonable detail the circumstances causing the Force Majeure Event.

ARTICLE 14.

PAYMENTS TO FISERV

14.1 Designated Fees. In consideration of Fiserv providing Designated Services, Northern Trust shall pay Fiserv (1) the fees based on unit prices and volume of each item processing Service as set forth in Exhibit 14.1A (“Designated Item Processing Fees”) and (2) the fees based on unit prices and volume of each lockbox processing Service as set forth in Exhibit 14.1B (“Designated Lockbox Fees;” Designated Item Processing Fees and Designated Lockbox Fees, subject to Addendum A to Exhibits 14.1A and 14.1B and Addendum B to Exhibit 14.1A and 14.1B, being collectively, “Designated Fees”). The fee for Services in any month Services are performed shall be the product of volume of items processed in that month multiplied by the applicable unit price set forth in Exhibit 14.1A or Exhibit 14.1B (as such unit prices may be amended from time to time pursuant to this Agreement). No later than January 15, 2008, Northern Trust shall make a deposit payment to Fiserv in the amount of $3,000,000 by direct deposit to an account designated by Fiserv. Beginning in February 2008 and continuing for the each of the 30 months thereafter, Northern Trust shall receive from Fiserv (1) a credit for Designated Item Processing Fees in the amount of $50,000 and (2) a credit for Designated Lockbox Fees in the amount of $50,000. Fiserv shall submit to Northern Trust separate monthly invoices by the 15th day of each month for each of the Designated Item Processing Services and

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the Designated Lockbox Services provided during the previous month. Northern Trust shall pay the invoice provided to Northern Trust pursuant to this Section 14.1 by direct deposit to an account designated by Fiserv within 15 days of Northern Trust’s receipt of such invoice. In the event Northern Trust disapproves of any amount, Northern Trust shall pay to Fiserv no later than the 15^th day of the next month after Northern Trust’s receipt of such invoice any undisputed amounts. Fiserv shall adjust the next invoice to reflect the changes agreed on by Northern Trust and Fiserv. With respect to any mutually agreed upon charge back fees listed on Exhibit 11, Northern Trust shall submit to Fiserv monthly invoices by the 15th day of each month representing expenses and other fees incurred by Northern Trust during the previous month relating to the provision of the Services. Fiserv shall pay such invoiced amount to Northern Trust within 15 days of Fiserv’s receipt of such invoice. In the event that the Fees for a given Contract Year fall below the minimum amounts set forth in Addendum B to Exhibits 14.1A and 14.1B, then Northern Trust shall pay Fiserv for the relevant Contract Year the minimum amount set forth in Addendum B to Exhibits 14.1A and 14.1B.

14.2 Fee Schedules During the Initial Term. The Designated Fee schedules as set forth in Exhibits 14.1A and 14.1B shall remain fixed for the first Contract Year. Thereafter, and subject to the second footnote at the end of Exhibit 3.2, the Fees shall be adjusted no more often than once per Contract Year as follows. First, such Fees shall be subject to adjustment only for such Contract Years that occur after a preceding calendar year (or years, as the case may be) with respect to which the increase in the Consumer Price Index for Urban Consumers, published monthly by the U.S. Department of Labor, or any successor index, was greater than 1%. Second, such Fees shall be adjusted only in accordance with the following formula: the applicable annual increase in the CPI less 1% per annum, multiplied by 77% (the “COLA Factor”; provided, however, that in the event that (1) the COLA Factor falls below 5%, then the Fees shall be adjusted by the actual COLA Factor; (2) the COLA Factor exceeds 5% but is less than 9%, then the Fees shall be adjusted by 5%; or (3) the COLA Factor exceeds 9%, then Fees shall be adjusted by the actual COLA Factor. Any such adjustment shall be for the following period, until the next adjustment, if any.

14.3 Fee Schedules During Renewal Term. Prior to any Renewal Term, the parties shall negotiate in good faith to adjust the Fee schedules which will apply to the Renewal Term. If the parties cannot agree to these adjusted Fees prior to the beginning of such Renewal Term, this Agreement will remain in effect, with Fee schedules unchanged, for an additional Contract Year; and at the end of such Contract Year, this Agreement will terminate without payment of any termination fees or Termination Losses.

14.4 New Service Fees. In consideration of Fiserv providing any New Service or Change, Northern Trust shall pay Fiserv fees in the manner mutually agreed in accordance with Article 4 (“New Service Fees”; Designated Fees, actual postage and reasonable out-of-pocket expenses relating to the Services (“Out-of-Pocket Expenses”) and New Service Fees being collectively, “Fees”).

14.5 Most Favored Customer. In those geographic markets in which a Service Location exists, Fiserv’s charges to Northern Trust for the Services shall be at least as low as Fiserv’s lowest charges for similar services to any of Fiserv’s other customers in such markets for (1) similar volumes and (2) similar scope of service and (3) similar performance standards, in

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each case subject to appropriate adjustments to reflect any tradeoffs made between profit sharing, base prices, subsidies and assumption of existing operations. Upon request, Fiserv shall provide to Northern Trust a written certificate, signed by an officer of Fiserv, certifying that this Section 14.5 has not been contradicted by any transaction entered into, including any renewal or amendment of an existing agreement, by Fiserv since the later of (i) the Effective Date or (ii) the date of the most recent certification provided by Fiserv pursuant to this Section 14.5. If Fiserv is unable to provide such certificate because of any such transaction entered into by Fiserv contradicting this Section 14.5, Fiserv shall give Northern Trust an adjustment to the financial and other terms of this Agreement, including, if appropriate, the lowest total charges included in any such transaction. Such adjustment shall be retroactively effective as of the date of the first transaction for which such lower charges applied to another Fiserv customer. Any retroactive adjustments shall be paid in the form of credits against future payments by Northern Trust to Fiserv.

14.6 Detailed Invoices. On Northern Trust’s request, Fiserv shall provide mutually agreeable invoices with varying degree of detail (e.g., per unit, department, project). Fiserv shall only invoice Northern Trust for Services provided to Northern Trust under this Agreement. Any amounts owed to Fiserv by a Northern Trust affiliate shall be properly invoiced to that Northern Trust affiliate and not Northern Trust.

14.7 Time of Payment. Any sum due Fiserv or Northern Trust pursuant to this Agreement that is not being disputed in good faith by the other party and for which time of payment is not otherwise specified shall be due and payable 15 days after receipt by either party of an invoice or demand for payment. If either party does not make payment when due for items not in dispute, the other party may assess a late fee of 1 ¹/2% (or such higher amount as may be permitted under applicable law) per month on the outstanding balance.

14.8 Set-Off Rights. (1) With respect to any amount payable to Northern Trust or its affiliates by Fiserv pursuant to this Agreement or otherwise, in the event that earlier payment dates are not specified for such amounts, or Fiserv has not paid such amounts when due, Fiserv shall credit such amounts against Fees in the month for which such amounts owed to Northern Trust became payable by Fiserv or as soon thereafter as such amounts are known. (2) With respect to any amount not credited to Northern Trust pursuant to Section 14.8(1) that (a) was not accounted for in an invoice; and (b) Northern Trust in good faith determines should be reimbursed or is owed to Northern Trust, Northern Trust may, upon notice to Fiserv, deduct the entire amount owed against Fees otherwise payable to Fiserv under this Agreement until such time as the entire amount owed to Northern Trust is paid.

14.9 Unused Credits. Any unused credits or charges against payments or credits or charges owed to Northern Trust by Fiserv pursuant to this Agreement that were not credited to Northern Trust pursuant to Section 14.8 or accounted for in an invoice shall be paid to Northern Trust by Fiserv within 30 days of the expiration or termination hereof for any reason.

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ARTICLE 15.

TAXES

(1) Northern Trust shall pay or reimburse and indemnify Fiserv, for any sales, use or excise Taxes imposed on Fiserv in connection with Fiserv’s provision of Services hereunder. (2) Northern Trust and Fiserv shall cooperate to segregate Fees into the following separate payment streams: (a) those for taxable Services; (b) those for nontaxable Services; (c) those for which a sales, use, or similar Tax has already been paid by Fiserv; and (d) those for which Fiserv functions merely as a Northern Trust paying agent in receiving goods, supplies, or services (including leasing and licensing arrangements) that otherwise are nontaxable or were previously subject to Tax. (3) Fiserv will take all commercially reasonable steps to structure its provision of Services in a manner reasonably acceptable to Northern Trust so that such Services are not taxable, or subject to any taxing authority’s assertion that such Services are taxable. (4) For purposes of this Article 15, “Taxes” shall mean all sales, use, transfer, ad valorem, gross receipts or excise taxes and any other similar taxes, fees, duties, or imposts, plus any interest and penalties imposed thereon, and all expenses incurred by Fiserv related to payment or settlement of or defense against any claim for such taxes; provided that Taxes shall specifically exclude, without limitation, all franchise taxes and all taxes imposed on or measured by the income of Fiserv or Fiserv Agents.

ARTICLE 16.

AUDITS AND REGULATORY EXAMINATIONS

16.1 Processing. On notice from Northern Trust, Fiserv shall provide such internal auditors, external auditors, and inspectors as Northern Trust or any federal or state governmental or regulatory authority to which Northern Trust, Northern Trust’s clients or the provision of the Services is subject may designate, with reasonable access to Service Locations to perform audits or inspections of Fiserv’s processes and procedures (including Fiserv’s provision of Services to Northern Trust). Fiserv shall provide such auditors and inspectors any assistance that they may reasonably require. If any audit or inspection by an auditor or inspector designated by Northern Trust or a federal or state governmental or regulatory authority having jurisdiction over Northern Trust, Northern Trust’s clients or Fiserv results in Fiserv being notified that it is not in compliance with applicable laws, regulations, policies, or interpretations thereof promulgated by governmental or any regulatory authority, any generally accepted accounting principles, or other audit requirements relating to any Services, Fiserv shall, within a reasonable period of time, comply with such audit or federal or state governmental or regulatory authority. In the event that either Northern Trust or Fiserv is audited and a regulatory change is required, both parties shall engage in cooperative behavior in order to implement such change. On an annual basis or as otherwise required upon notice from Northern Trust, each Service Location shall complete such questionnaires and other documentation as Northern Trust may request to enable Northern Trust to determine Fiserv’s compliance with (1) the Federal Financial Institutions Examination Council guidance on technology outsourcing and (2) other similar requirements that may be imposed by a federal or state regulatory authority having jurisdiction over Northern Trust or Northern Trust’s clients.

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16.2 Regulatory Examinations. The performance of some or all Services is subject to regulation and examination by state and federal regulatory authorities. Fiserv shall submit to regulations and examinations by all state and federal regulatory authorities having jurisdiction over Northern Trust and Northern Trust’s clients. Notwithstanding Section 17.4 of this Agreement, Fiserv also acknowledges and agrees that any and all contracts between Fiserv and Northern Trust relating to some or all of the Services may be made available to such state and federal regulatory authorities for review.

16.3 SAS-70 Type II Report. Fiserv shall furnish a SAS-70 Type II report to Northern Trust annually no later than November 30th of each year that shall cover a rolling 12 month period beginning October 1 through September 30. Fiserv acknowledges that Northern Trust may provide a copy of such SAS-70 Type II report to others who have a reasonable basis for requesting a copy. Fiserv shall also furnish any such other report(s) as may be mutually agreed upon by the parties hereto.

16.4 Anti-Money Laundering/Bank Secrecy Act Assistance. Upon the request of Northern Trust, Fiserv shall take all commercially reasonable steps to cooperate in good faith with Northern Trust in any investigations, reports (including, without limitation, any suspicious activity reports), filings or other documents or actions Northern Trust may take or complete to comply with federal anti-money laundering and bank secrecy laws and regulations.

ARTICLE 17.

CONFIDENTIALITY

17.1 Definitions.

(1) Northern Trust Information. “Northern Trust Information” means: (a) confidential plans, customer lists, information, research, development, trade secrets, business affairs (including that of any Northern Trust customer, supplier or affiliate) and other Northern Trust proprietary material; (b) any information and data concerning the business and financial records of Northern Trust’s customers and (c) Northern Trust’s proprietary computer programs, including custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein (whether or not any such information is marked with a restrictive legend).

(2) Fiserv Information. “Fiserv Information” means: (a) confidential plans, information, research, development, trade secrets, business affairs (including that of any Fiserv customer, supplier, or affiliate), and other Fiserv proprietary material; and (b) Fiserv’s proprietary computer programs, including custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein (whether or not any such information is marked with a restrictive legend).

(3) Information. “Information” means Northern Trust Information and Fiserv Information. No obligation of confidentiality under Section 17.2 applies to any Information that the receiving party (“Recipient”) (a) already possesses without obligation of confidentiality; (b)

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develops independently; or (c) rightfully receives without obligation of confidentiality from a third party. No obligation of confidentiality applies to any Information that is, or becomes, publicly available without breach of this Agreement.

17.2 Obligations. Recipient agrees to hold as confidential all Information it receives from the disclosing party (“Discloser”). Except as otherwise provided in Article 10, all Information shall remain the property of Discloser or its suppliers and licensors. Except as otherwise provided in Article 10, Information will be returned to Discloser at the termination or expiration of this Agreement. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care. However, Northern Trust’s customer information shall be kept confidential at no less than the standard provided by 205 ILCS 5/48.1. Recipient may disclose Information to (a) employees and employees of affiliates who have a need to know; and (b) any other person with Discloser’s prior written consent. For the avoidance of doubt, Recipient shall use Information for the sole purpose of facilitating the provision of Services under this Agreement and for no other purpose. Recipient may disclose Information to the extent required by law, bank regulatory authorities or the rules of any securities exchange. However, Recipient agrees to give Discloser prompt notice so that it may seek a protective order. The provisions of this Section 17.2 survive any termination or expiration of this Agreement.

17.3 Systems. Each party’s Systems contain information and computer software that are proprietary and confidential information of, its suppliers, and licensors. Each party agrees not to attempt to circumvent the devices employed by the other to prevent unauthorized access to a system, including, but not limited to, alterations, decompiling, disassembling, modifications, and reverse engineering thereof.

17.4 Confidentiality of this Agreement. Fiserv and Northern Trust agree to keep confidential the prices, terms and conditions of this Agreement, without disclosure to third parties (except upon the request of bank regulators and as required by law or the rules of any securities exchange). Whenever required by reason of legal or regulatory requirements, a party may disclose all or any part of this Agreement following reasonable notice to the other party, and after satisfying all reasonable means for masking, deleting, or otherwise protecting all or portions of this Agreement. Notwithstanding the foregoing, each party may disclose the existence of and general relationship established by this Agreement but not the terms and conditions of this Agreement.

17.5 Injunctive Relief. Recipient recognizes that disclosure of Information in respect of Discloser may give rise to irreparable injury to the other party and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, Discloser has the right to seek equitable and injunctive relief without implementing dispute resolution procedures described in Article 23 to prevent unauthorized possession, use, disclosure, or knowledge of any Information, as well as such damages or other relief as is occasioned by such unauthorized possession, use, disclosure, or knowledge.

17.6 Legal Action. Recipient shall not commence any legal action or proceeding in respect of any unauthorized possession, use, disclosure or knowledge, or attempt thereof, of Discloser’s Information by any person or entity, which action or proceeding directly or indirectly identifies Discloser or its Information, without Discloser’s prior written consent.

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17.7 Non-Solicitation of Employees. During the Term of this Agreement and for a period of one year thereafter, neither Fiserv nor Northern Trust shall directly or indirectly solicit for employment any persons who are division manager-level employees or above of the other party or its affiliates or subsidiaries; provided, however, that if any such employee has been dismissed by the other party or its affiliate or subsidiary, Fiserv or Northern Trust may freely solicit such person. The term “solicit for employment” shall not be deemed to include general solicitations of employment, such as general advertisements, not specifically directed towards employees of Fiserv or Northern Trust.

17.8 Non-Solicitation of Northern Trust Customers. During the Term of this Agreement and for a period of one year thereafter, Fiserv shall not solicit the item processing or lockbox processing business in a particular geographic market of any person or entity for whom Northern Trust performed item processing or lockbox processing services in such market at any time during the Term of this Agreement or with whom Northern Trust has an ongoing client relationship (without the permission of Northern Trust), except that Fiserv may solicit the item processing or lockbox processing business of any person or entity for whom Northern Trust stopped performing item processing or lockbox processing services prior to two years before such solicitation and with whom Northern Trust does not have an ongoing client relationship (without the permission of Northern Trust).

ARTICLE 18.

REPRESENTATIONS AND WARRANTIES

18.1 By Northern Trust. Northern Trust represents and warrants that: (1) it is an Illinois banking corporation; (2) it has all corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder; (3) the execution, delivery and performance of this Agreement are duly authorized by all necessary corporate action; (4) any approval, authorization or consent of any government or regulatory agency, or notice or filing required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement shall be obtained or filed prior to the Effective Date, or immediately upon notice that such approval, authorization, consent, notice or filing is required; (5) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement; (6) as of the Effective Date, it has not disclosed any Fiserv Information which did not previously belong to Northern Trust; (7) Designated Services shall not, and Northern Trust Proprietary Software does not, infringe any third party proprietary rights; (8) no outstanding litigation, arbitration or other dispute to which Northern Trust is a party exists that, if decided unfavorably to Northern Trust, would have a material adverse effect on Northern Trust’s ability to fulfill its obligations under this Agreement; (9) it shall not incorporate into any Northern Trust Software or Developed Software any (a) automatic shut-off devices or “time bombs”; or (b) computer viruses or coding intended to corrupt, delete or otherwise render Fiserv Systems inaccessible; and (10) to the knowledge of Northern Trust, no circumstances of non-compliance by Northern Trust with any external audit or regulatory authority exist as of the Effective Date which would affect the performance of its obligations under this Agreement.

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18.2 By Fiserv. Fiserv represents and warrants that: (1) it is a Wisconsin corporation, duly organized, validly existing and in good standing under the laws of the State of Wisconsin; (2) it has all requisite power and authority to execute, deliver and perform its obligations hereunder; (3) the execution, delivery and performance of this Agreement are duly authorized; (4) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement; (5) as of the Effective Date it has not disclosed any Northern Trust Information; (6) New Services, Fiserv Systems and Developed Software shall not, and Fiserv Software does not and shall not, infringe any third party proprietary rights; (7) it shall not incorporate into any Developed Software any (a) automatic shut-off devices or “time bombs”; or (b) computer viruses or coding intended to corrupt, delete or otherwise render inaccessible Northern Trust Data or Northern Trust Systems; (8) Services shall conform in all material respects to the descriptions set forth in Exhibits 3.1A or 3.1B, as may be amended from time to time; (9) any approval, authorization or consent of any government or regulatory agency, or notice or filing required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement shall be obtained prior to the Effective Date, or immediately upon notice that such approval, authorization, consent, filing or notice is required; (10) to the knowledge of Fiserv, no circumstances of material non-compliance by Fiserv with any external audit or regulatory authority exists as of the Effective Date; and (11) no outstanding litigation, arbitration or other dispute to which Fiserv is a party that, if decided unfavorably to Fiserv, would have a material adverse effect on Fiserv’s ability to fulfill is obligations under this Agreement.

ARTICLE 19.

TERMINATION

19.1 Termination for Convenience. Northern Trust may in its sole discretion terminate this Agreement, in whole or in part, effective as of any time upon at least one year’s notice to Fiserv (a “Termination for Convenience”).

19.2 Termination for Cause. (1) If either party (a) fails to perform any of its material obligations under this Agreement, or (b) breaches any of its material representations or warranties under this Agreement and any such failure or breach is not cured within 30 days after notice is given to the breaching party specifying the nature of the breach (unless the defaulting party demonstrates to the satisfaction of the other party, acting reasonably, that it is proceeding with all due diligence to cure or cause to be cured such breach), the non-breaching party may, upon further notice given within 6 months after the end of the 30 day period to the breaching party terminate this Agreement, in whole or in part, as of the date specified in such notice of termination. (2) If (a) either party repeatedly fails to perform any of its obligations or repeatedly breaches any of its representations or warranties under this Agreement, and (b) such repeated failures or breaches taken together are material in the aggregate as of the date of the most recent such failure or breach even though cured, then (c) the non-breaching party may, upon notice given within 6 months after the most recent failure or breach, terminate this Agreement, in whole or in part, as of the date specified in such notice of termination. (3) In the

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event of a termination pursuant to Section 19.2(2), Northern Trust or Fiserv, as the case may be, may only terminate (i) those parts of the Agreement that relate to such failures or breaches; and (ii) such other parts of the Agreement that would be affected adversely or would become less effective or more costly, whether taken alone or together with the terminated portions, and, therefore, would be rendered ineffective or unpracticable as a result of terminating only those parts of the Agreement that relate to such failures or breaches.

19.3 Return of Assets Upon Termination For Cause. If this Agreement is terminated for cause by Northern Trust under Section 19.2 hereof, then Northern Trust, at its option exercised in writing at the time of such for cause termination, may elect to have Fiserv transfer to Northern Trust all assets, properties and rights directly used in the provision of the Services (the “Returned Assets”). All Returned Assets will be transferred from Fiserv to Northern Trust at a price equal to the then current aggregate book value of the Returned Assets. The transfer of the Returned Assets to Northern Trust shall not foreclose Northern Trust from seeking any other remedies available to it for breach of this Agreement or otherwise with respect to the subject transaction. The parties shall cooperate with each other in good faith in case of a transfer of the Returned Assets using reasonable efforts to transfer the Returned Assets to Northern Trust as expeditiously and smoothly as possible.

ARTICLE 20.

TERMINATION FEES.

20.1 Termination for Convenience in Whole. In the event of a termination of this Agreement in whole pursuant to Section 19.1, Northern Trust shall pay to Fiserv (1) a termination fee in an amount equal to applicable fees set forth in Exhibit 20.1 for Termination for Convenience; and (2) Termination Losses.

20.2 Termination for Convenience in Part. In the event Northern terminates this Agreement in part pursuant to Section 19.1, Northern Trust shall pay to Fiserv (1) a termination fee in an amount equal to applicable fees set forth in Exhibit 20.1 multiplied by a percentage equal to the percentage by which Designated Fees will be reduced as a result of such partial termination and (2) partial Termination Losses applicable thereto.

20.3 No Additional Fees. In the event of a termination of this Agreement (except pursuant to Section 19.2 as a result of a breach by Northern Trust), Northern Trust shall not pay to Fiserv any fees or charges other than the applicable termination fees set forth in Section 20.1, Section 20.2 or Article 21. In the event of a termination pursuant to Section 19.1 or Section 19.2 as a result of a breach by Northern Trust, Northern Trust shall be responsible for Termination Losses. In the event of a termination other than pursuant to Section 19.1 or Section 19.2 as a result of a breach by Northern Trust, Fiserv shall be responsible for Termination Losses. “Termination Losses” shall mean any reasonable out-of-pocket costs directly incurred in connection with closing down Service Locations as a result of such termination, including the unamortized portion of any equipment and start-up costs incurred by Fiserv, severance with respect to Fiserv Agents employed as of the date of notice of such termination, lease buy-outs contained in contracts in effect as of the date of notice of such termination for equipment, and documented losses directly incurred on leases or sublets in effect as of the date of notice of such

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termination or required to be renewed or entered into to provide services through the date of termination; provided, however, (i) Fiserv uses its commercially reasonable efforts to mitigate, and permits Northern Trust to mitigate, any Termination Losses payable by Northern Trust pursuant to this Article 20; (ii) Fiserv appoints Northern Trust as its agent under any contracts pursuant to which Termination Losses are incurred under this Article 20 to mitigate any such Termination Losses; (iii) leases entered into after the Effective Date for any affected Service Location include customary sublet provisions; and (iv) prior to incurring any such losses, the parties execute a written termination plan that seeks to organize the process of termination and, to the extent possible, minimize the losses resulting from such termination.

ARTICLE 21.

TERMINATION ASSISTANCE

On notice from Northern Trust to Fiserv that an expiration or termination of this Agreement will occur, Fiserv shall (1) on request by Northern Trust, cooperate in good faith with Northern Trust in effecting the orderly transfer of Services to Northern Trust or a third party (it being understood that such cooperation shall include, but not be limited to, making available to Northern Trust Northern Trust Data as well as Fiserv Agents involved in the provision of Services to facilitate the transition of Services); (2) continue to perform those Designated Services until the effective date of expiration or termination of this Agreement (“Conclusion Date”); (3) continue to perform those Designated Services requested by Northern Trust after the Conclusion Date; and (4) perform such New Services as may be requested by Northern Trust pursuant to Article 4 (collectively, the “Termination Assistance Services”). As specified and requested by Northern Trust on notice to Fiserv, in the event of expiration or termination of this Agreement, subject to price adjustments based on reductions in volumes, but adjusted equitably for fixed expenses that are not volume-sensitive, Fiserv shall continue to provide Services, and Northern Trust shall pay applicable Fees for provision of Termination Assistance Services (a) for up to one year after the Conclusion Date (the “Termination Assistance Period”) at the rates set forth in Exhibit 14.1; and (b) for up to one year from the Termination Assistance Period expiration at 150 percent of rates set forth in Exhibit 14.1. In the event that Fiserv continues to provide Services to Northern Trust after the Conclusion Date, the respective licenses of Software by Fiserv and Northern Trust in Article 10 shall continue in accordance with the terms of Article 10 for so long as Fiserv continues to provide such Services to Northern Trust.

ARTICLE 22.

EXIT PLAN

Upon the expiration or termination of this Agreement:

(1) Fiserv shall provide Termination Assistance Services in accordance with Article 21;

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(2) each party shall have the rights specified in Article 10 in respect of Software;

(3) on Northern Trust’s request with respect to any contracts applicable solely to services being provided to Northern Trust for maintenance, disaster recovery services, and other necessary third party services (other than subcontractor services) being used by Fiserv to perform Services as of the expiration or termination, Fiserv shall transfer or assign such agreements to Northern Trust or its designee, on terms and conditions acceptable to both parties; and

(4) Fiserv and Northern Trust shall cooperate in good faith to ensure that Fiserv continues to have access to mail delivered to the 60675 postal box being rented by Northern Trust to enable Fiserv to continue to perform services substantially similar to the Services to Fiserv’s other clients. Such continued access to such mail shall be on terms to be mutually agreed by the parties at the time of such expiration or termination.

ARTICLE 23.

DISPUTE RESOLUTION.

23.1 Dispute Managers. All disputes relating to the performance of Services or otherwise relating to this Agreement (a “Dispute”) shall initially be referred to the Relationship Managers. If the Relationship Managers are unable to resolve a Dispute within 4 business days after referral to them, the parties shall submit such Dispute to the Management Committee.

23.2 Management Committee. The Management Committee shall meet at least quarterly (or at such other time as either party may designate in a notice to the other party) in person, by conference call, or video conference for the purpose of resolving Disputes that have been submitted to them under this Agreement. The Management Committee shall consider Disputes in the order such Disputes are submitted to it. In the event the Management Committee is unable to resolve a Dispute within 5 business days of the meeting date during which such Dispute was considered, the Management Committee shall notify senior management of each party of such Dispute pursuant to Section 23.3.

23.3 Management Oversight. Either party may, upon notice and within 15 days of receipt of a notice from the Management Committee of an unresolved Dispute pursuant to Section 23.2, elect to utilize a non-binding resolution procedure whereby each presents its case at a hearing (“Hearing”) before a panel consisting of 2 senior executives of each party and, if such executives can agree upon such an individual, a mutually acceptable neutral advisor. If either party elects to use the procedure set forth in this Section 23.3, the other party shall participate. The Hearing will occur no more than ten days after a party serves notice to use the procedure set forth in this Section 23.3. Each party may be represented at the Hearing by lawyers. If the matter cannot be resolved at such Hearing by such senior executives, the neutral advisor, if one has been agreed upon, may be asked by either party to assist such senior executives in evaluating the strengths and weaknesses of each party’s position on the Dispute’s merits. Within thirty (30) days after the Hearing, such senior executives shall meet and try again to resolve the Dispute. If the Dispute cannot be resolved at such meeting, such senior executives shall inform their

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respective senior management and each party may, but shall not be obligated to, submit to binding arbitration regarding the Dispute as provided for in Section 23.4. The proceedings occurring pursuant to this Section 23.3 will be without prejudice to either party’s legal position with respect to the Dispute. Except as set forth in Section 23.4, no arbitration or litigation may commence concerning the Dispute until 10 business days have elapsed from the last day of the Hearing. The parties shall each bear their respective costs incurred in connection with the procedure set forth in this Section 23.3, except that they shall share equally the fees and expenses of the neutral advisor, if any, and the Hearing facility cost.

23.4 Arbitration. If a Dispute is not resolved pursuant to Section 23.3, the parties may agree, but shall not be obligated, within 60 business days after the completion of the procedures set forth in Section 23.1, Section 23.2, and Section 23.3, as appropriate, upon notice, to submit the Dispute to formal binding arbitration in accordance with this Section 23.4. If a party commences litigation regarding such Dispute, no arbitration may be commenced by the other party regarding such Dispute. If the parties agree to formal binding arbitration, the following procedures shall apply:

(1) The arbitration shall be held in Chicago, Illinois before a panel of 3 arbitrators. Either Northern Trust or Fiserv may, by notice to the other party, request arbitration by serving on the other party a statement of dispute, controversy, or claim and the facts relating or giving rise thereto, in reasonable detail, and the name of the arbitrator selected by it.

(2) Within 30 days after receipt of such notice pursuant to clause (1), the other party shall (a) deny the request for arbitration, or (b) name its arbitrator. The two arbitrators named by the parties shall, within 10 days after the date of such notice, select the third arbitrator.

(3) The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association, as may be amended from time to time, except as expressly provided in this Section 23.4; provided, however, that the arbitration shall be administered by any organization agreed upon by the parties. The arbitrators may not amend or disregard any provision of this Section 23.4.

(4) The arbitrators shall allow such discovery regarding a Dispute as is appropriate for the purposes of arbitration in accomplishing fair, speedy, and cost-effective resolution of disputes. The arbitrators shall reference the rules of evidence of the Federal Rules of Evidence then in effect in setting the scope and direction of such discovery. In resolving a Dispute, the arbitrators shall not be required to make findings of fact or render opinions of law.

(5) The decision of and award rendered by the arbitrators shall be final and binding on the parties. Judgment on the award may be entered and enforced by any court of competent jurisdiction. The arbitrators shall have no authority to award damages in excess of or in contravention of Article 25.

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Except (a) for an action to seek injunctive relief to prevent a stay or breach of Article 10, Article 17, or Section 23.6; or (b) any action necessary to enforce the arbitrators’ award, if submitted to arbitration, the provisions of this Section 23.4 are a complete defense to any suit, action, or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute.

23.5 Critical Disputes. In the event either party determines in good faith that the resolution of a Dispute is critical to its business, such party may at any time proceed directly to the stage described in Section 23.3 prior to the commencement of an arbitration or litigation in respect of such Dispute.

23.6 Continuity of Services. Northern Trust and Fiserv each acknowledges that the provision of Services is critical to their respective business and operations. Accordingly, in the event of a Dispute pursuant to which Northern Trust believes in good faith it is entitled to withhold payment and during the pendency of an arbitration pursuant to Section 23.4 or litigation, Fiserv shall continue to provide Services, and Northern Trust shall continue to pay any undisputed amounts to Fiserv, in accordance with Section 14.1.

ARTICLE 24.

INDEMNIFICATION

24.1 By Northern Trust. Northern Trust shall indemnify, defend and hold harmless each of Fiserv, the Fiserv Agents, and their respective affiliates, officers, employees and directors from and against any claims, losses, liabilities, and damages (including taxes and related penalties) and all related costs and expenses, including, reasonable attorneys’ fees and expenses and costs of litigation, settlement, judgment, appeal, interest, and penalties as relates to either party (“Losses”) arising out of or relating to (1) any claim by a third party that Northern Trust Proprietary Software, Developed Software developed by Northern Trust or Northern Trust Agents or Northern Trust Systems infringe on any third party’s proprietary rights (except as may have been caused by a modification by Fiserv or Fiserv Agents); (2) any claim by a third party in respect of services or systems provided by Northern Trust to such third party; (3) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherwise, to the extent caused by Northern Trust or Northern Trust Agents; and (b) at any Northern Trust locations, including premises owned or leased by Northern Trust, or other Northern Trust property to the extent not licensed or sublet to Fiserv or otherwise used by Fiserv; (4) except as may arise pursuant to Section 24.2(1), any claim against Fiserv by a third party arising out of Northern Trust’s or Northern Trust’s Agents’ use of any Northern Trust Third Party Software; (5) any costs incurred by Fiserv resulting from a breach of a Northern Trust representation or warranty in this Agreement; (6) fees and expenses incurred in enforcement of this indemnity by Fiserv and (7) any claim against Fiserv by a third party arising out of Fiserv’s creation of a Substitute Check (as that term is defined in the Check Clearing for the 21^st Century Act, known as Check 21) at Northern Trust’s request, unless such claim, liability, loss or damage arises out of Fiserv’s negligence or willful misconduct or out of Fiserv’s Agents’ negligence or willful misconduct. Northern Trust acknowledges and agrees that it is the Reconverting Bank and may be the Truncating Bank (as defined in Check 21) and is responsible for all warranties and indemnifications of a Reconverting

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Bank as set forth in Check 21. Fiserv shall have no obligation to verify the accuracy of information provided to Fiserv by Northern Trust to create Substitute Checks. Fiserv shall have an obligation to screen the Substitute Checks for compliance with the X9.37 file standard, or the applicable ANSI standard in effect from time to time, and for creating Substitute Checks in compliance with the information provided by Northern Trust to Fiserv for conversion to Substitute Checks.

24.2 By Fiserv. Fiserv shall indemnify, defend and hold harmless, each of Northern Trust, the Northern Trust Agents, and their respective affiliates, officers, employees and directors from and against any Losses arising out of or relating to (1) any claim by a third party that Services, Developed Software developed by Fiserv or Fiserv Agents, Fiserv Software, or Systems infringe on any third party’s proprietary rights (except as may have been caused by modification by Northern Trust or Northern Trust Agents); (2) any claim by a third party in respect of services or systems provided by Fiserv or Fiserv Agents to such third party (including customers of Northern Trust); (3) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherwise, to the extent caused by Fiserv or Fiserv Agents; and (b) at any Fiserv locations including premises owned, leased, licensed, subleased, or sublicensed by Fiserv, or other Fiserv property; (4) except as may arise pursuant to Section 24.1(1), any claim by a third party arising out of the use by Northern Trust, Northern Trust Agents, Northern Trust affiliates, Fiserv, or Fiserv Agents of any Fiserv Third Party Software (except as may be caused by Northern Trust’s or Northern Trust Agents’ use of Fiserv Third Party Software in violation of Fiserv Third Party Software licenses); (5) any costs incurred by Northern Trust resulting from a Fiserv breach of a representation or warranty in this Agreement; and (6) any fees and expenses incurred in enforcement of this indemnity by Northern Trust.

24.3 Indemnification Procedures. If any third party makes a claim covered by Section 24.1 or Section 24.2 against any indemnitee (an “Indemnitee”) with respect to which such Indemnitee intends to seek indemnification under Section 24.1 or Section 24.2, such Indemnitee shall give notice of such claim to the indemnifying party (under Section 24.1 or Section 24.2) (the “Indemnifying Party”) including a brief description of the amount and basis therefor, if known; provided, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 22 except to the extent that it has been actually prejudiced thereby. Upon giving the notice, the Indemnifying Party shall be obligated to defend such Indemnitee against such claim, and shall be entitled to assume control of claim defense with counsel chosen by the Indemnifying Party. The Indemnitee shall cooperate fully with, and assist, the Indemnifying Party in its defense against such claim. The Indemnifying Party shall keep the Indemnitee fully apprised at all times as to status of the defense. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own separate counsel in any such action, but the fees and expenses of such counsel shall be at such Indemnitee’s expense; provided, however, (1) if the parties agree that it is advantageous to the defense for the Indemnitee to employ its own counsel; or (2) in the reasonable judgment of the Indemnitee, based upon an opinion of counsel that shall be provided to the Indemnifying Party, a conflict of interest exists with respect to such claim, then reasonable fees and expenses of the Indemnitee’s counsel shall be at the Indemnifying Party’s expense as the Indemnitee accrues such fees and expenses, provided that the Indemnifying Party approves such counsel. Neither the Indemnifying Party nor the Indemnitee shall be liable for or bound by any settlement of any action or claim effected without its consent.

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Notwithstanding the foregoing, the Indemnitee shall retain, assume, or resume sole control over every aspect of defense that it believes is not the subject of the indemnification provided for in Section 24.1 or Section 24.2.

Until both (1) the Indemnitee receives notice from the Indemnifying Party that it will defend; and (2) the Indemnifying Party assumes such defense, the Indemnitee may, at any time from the date notice of claim is given to the Indemnifying Party by the Indemnitee, resist or otherwise defend the claim or, after consultation with and consent of the Indemnifying Party, settle or otherwise compromise or pay the claim. The Indemnifying Party shall pay all Indemnitee costs and Losses related to that defense and any such settlement, compromise, or payment. The Indemnitee shall keep the Indemnifying Party fully apprised at all times as to status of the defense.

Following indemnification as provided in Section 24.1 or Section 24.2, the Indemnifying Party shall be subrogated to all rights, subject to Section 24.4, of the Indemnitee with respect to the matters for which indemnification has been made.

24.4 Contribution. Notwithstanding anything to the contrary contained in this Agreement, Northern Trust and Fiserv shall contribute to amounts paid or payable as a result of any Losses referred to in Section 24.1(2) or Section 24.2(2) in such proportion as is appropriate to reflect the relative fault of Northern Trust, on the one hand, and Fiserv, on the other hand, in connection with actions or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Northern Trust and Fiserv agree that it would not be just and equitable if contributions pursuant to this Section 24.4 were to be determined by any method of allocation that does not take account of the equitable considerations referred to in the first sentence of this Section 24.4.

24.5 18-Month Limitation on Certain Claims. Notwithstanding anything else contained herein, any claim for indemnification hereunder relating to representations or warranties must be made within 18 months of the date hereof.

ARTICLE 25.

DAMAGES AND LIMITATION OF LIABILITY.

25.1 Direct Damages. Northern Trust and Fiserv each shall be liable to the other party for any direct damages relating to its performance or breach of any of its obligations, representations or warranties under this Agreement; provided, however, that the liability of each party relating to all claims for damages pursuant to this Section 25.1 arising in a particular Contract Year shall not exceed $6,000,000 (“Yearly Damage Cap”).

(1) The following shall be considered, without limitation, Northern Trust direct damages, and Fiserv shall not assert that they are indirect, incidental, special, or consequential damages or lost profits or otherwise not recoverable pursuant to Section 25.2 to the extent they result from Fiserv’s failure to provide Services in accordance with this Agreement:

(a) costs of recreating or restoring any Northern Trust Data or information lost or damaged;

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(b) costs of implementing a work around in respect of a failure to provide all or a portion of Services;

(c) costs of replacing lost or damaged Northern Trust Systems, Northern Trust Software, Developed Software, and materials;

(d) costs incurred by Northern Trust to procure Services from an alternate source, to the extent that such costs exceed the amount that would have been owed or paid, as may be applicable, by Northern Trust to Fiserv for such services;

(e) fines or penalties imposed on Northern Trust by any government or regulatory agency as a result of such failure to the extent that such fine or penalty is not a result of Services performed in a manner (i) required by Northern Trust; or (ii) consistent with the procedures and practices in place as of the Effective Date;

(f) costs of remedying processing errors and processing delays, including costs of reconstructing lost, damaged, or destroyed cash letters and other items;

(g) liability to bank customers or other financial institutions under the Uniform Commercial Code, the Electronic Funds Transfer Act, Northern Trust’s Terms for Deposit Accounts and Banking Services or Terms for Lockbox Services, or under any other regulation or statute for any processing or other errors in providing the Services, including liability for the loss of use of any funds incurred by reason of any error or omission calculated at the applicable Federal Funds rate at the time of such error or omission;

(h) payments to customers of Northern Trust as a result of the failure of Fiserv to perform the Services; and

(i) straight time, overtime, or related expenses incurred by Northern Trust, including wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to Fiserv’s failure to provide all or a portion of Services or incurred in connection with (a) through (h) above.

(2) The following shall be considered, without limitation, Fiserv direct damages, and Northern Trust shall not assert that they are indirect, incidental, special or consequential damages or lost profits or otherwise not recoverable pursuant to Section 25.2 to the extent that they result from Northern Trust’s failure to provide Northern Trust Retained Responsibilities in accordance with this Agreement:

(a) costs of recreating or restoring any Fiserv data or information lost or damaged;

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(b) costs of implementing a work-around in respect of a failure to provide all or a portion of Northern Trust Retained Responsibilities;

(c) costs of replacing lost or damaged Fiserv equipment, Fiserv Systems, Fiserv Software, Developed Software and materials;

(d) costs and expenses incurred by Fiserv to procure from an alternate source the services provided by Northern Trust as part of Northern Trust Retained Responsibilities; and

(e) costs of remedying processing errors and processing delays, including costs of reconstructing lost, damaged or destroyed documents and other items.

(3) If, at any time, either Northern Trust or Fiserv has received damages from the other party pursuant to this Section 25.1, and recovers funds, payments, and costs from a third party relating to damages for which the other party is liable, the amounts so recovered (less the costs of recovery and amounts paid to the other party) shall be remitted to the other party. A party liable pursuant to this Section 25.1 shall seek recovery in respect of any insured liability from its insurance carrier to the greatest extent pursuant to this Agreement and as promptly as possible. The proceeds of such insurance shall be used to reimburse the other party for any damages sustained by the other party in excess of those reimbursed pursuant to the first paragraph of Section 25.1. When insurance proceeds are received, the party who has sustained damages shall be paid in addition to any amount previously paid with respect to such damages no more than the amount of insurance proceeds paid covering such damages.

(4) For purposes of Section 25.1(1) and Section 25.1(2), actions taken during a given month or on or prior to a particular date shall mean actions taken with respect to transactions processed or Services rendered by Fiserv or Northern Trust during such month or on or prior to such date, as the case may be, regardless of when resolved or written off. Actions shall include any acts or omissions of Fiserv or Fiserv Agents or Northern Trust or Northern Trust Agents in performing Services.

25.2 Consequential Damages. Neither Fiserv nor Northern Trust shall be liable for any indirect, incidental, special or consequential damages of the other party relating to either party’s performance under this Agreement; provided, that Fiserv shall be liable for any indirect, incidental, special or consequential damages of Northern Trust’s and its affiliates’ customers that are direct damages of Northern Trust or its affiliates.

25.3 Exclusions. The limitations or exculpations of liability set forth in Sections 25.1 and 25.2 are not applicable to (1) the failure of either party to make payments; (2) a breach of Article 17; or (3) liability resulting from a party’s bad faith, gross negligence, or willful misconduct.

25.4 Acknowledgment. Northern Trust and Fiserv each acknowledge that the limitations and exclusions contained in this Article 25 are the subject of active and complete negotiation between the parties and represent the parties’ agreement based upon the level of risk to Northern Trust and Fiserv associated with their respective obligations under the Agreement.

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ARTICLE 26.

MISCELLANEOUS.

26.1 Assignment and Subcontractors. Fiserv shall not, without Northern Trust’s prior written consent, assign any of its rights or obligations under this Agreement or any amounts payable pursuant to this Agreement. Any such subcontractors shall be required to comply with all applicable terms and conditions. Fiserv may subcontract any Services to be performed hereunder with the prior written consent of Northern Trust. Northern Trust’s consent to any assignment or subcontracting shall not relieve Fiserv of any of its obligations whatsoever under this Agreement. This Agreement shall be binding on the parties and their respective successors and permitted assigns. Any assignment in contravention of this Section 26.1 shall be void.

26.2 Notices. All notices, requests, approvals, consents, and other communications required or permitted to a party under this Agreement (“Notices”) shall be in writing and shall be sent by facsimile to the facsimile number specified below for such party and the party sending such notice shall telephone the other party at the telephone number specified below for such party to confirm receipt. A Notice shall be deemed received (1) if sent during normal business hours on a business day, on the day on which it is sent, (2) if sent at any other time, on the following business day. A copy of any such Notice shall also be sent by registered express mail or courier with capacity to verify receipt of delivery on the date such Notice is transmitted by facsimile to the address specified below for such party:

In the case of Fiserv:

Fiserv Solutions, Inc.

c/o Anna M. Quinlan

350 North Orleans

8^th Floor

Chicago, IL 60654

Telephone No.: (312) 660-5103

Facsimile No.: (312) 660-5102

With a copy to:

Charles W. Sprague, Esq.

General Counsel

Fiserv, Inc.

255 Fiserv Drive

Brookfield, Wisconsin 53045

Telephone No.: (262) 879-5517

Facsimile No.: (262) 879-5532

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In the case of Northern Trust:

Donald E. Berk

Senior Vice President

The Northern Trust Company

50 South LaSalle Street, L-4

Chicago, Illinois 60603

Telephone No.: (312) 444-2440

Facsimile No.: (312) 557-1846

With a copy to:

Lenora Smith, Esq.

Senior Attorney

The Northern Trust Company

50 South LaSalle Street, M-9

Chicago, Illinois 60603

Telephone No.: (312) 557-3267

Facsimile No.: (312) 630-1596

Either party may change its address or telephone or facsimile number for Notices by giving the other party notice of the new address or telephone or facsimile number and the date upon which it will become effective.

26.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which taken together shall constitute one single agreement between the parties.

26.4 Headings. The Article and Section headings and the table of contents are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

26.5 Relationship. Except as otherwise provided in this Agreement, Fiserv’s performance of its duties and obligations under this Agreement shall be that of an independent contractor. Nothing contained in this Agreement shall create or imply an agency or employer-employee relationship between Fiserv and Northern Trust, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

26.6 Consents, Approval, and Requests. Except as specifically set forth in this Agreement, all consents, approvals, acceptance, or similar actions to be given by either party under this Agreement shall not be unreasonably withheld or delayed and each party shall make only reasonable requests under this Agreement.

26.7 Severability. If any provision of this Agreement is held to be illegal, unenforceable or invalid, the other provisions shall continue in full force and effect and there shall be deemed substituted for the provision at issue, a legal, enforceable and valid provision as similar as possible as the provision at issue.

34

26.8 Waiver. Either party’s failure to insist on strict performance of any of the provisions hereunder shall in no manner affect its right at a later time to enforce the same. No waiver of any provision of this Agreement in any one or more instances shall be deemed to be a further or continuing waiver of any such provision in other instances or a waiver of any other provision.

26.9 Publicity. Each party shall submit to the other all advertising, written sales promotion, press releases, and other publicity matters relating to this Agreement in which the other party’s name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied, and shall not publish or use such advertising, sales promotion, press releases, or publicity matter without the other party’s approval.

26.10 Entire Agreement. This Agreement, including its Exhibits, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. No amendment to, or change, waiver, or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized party representative against which such amendment, change, waiver, or discharge is sought to be enforced. The parties hereto agree that the Payments Systems Services Agreement dated as of October 20, 1998 between Northern Trust and Fiserv shall terminate and be superseded by this Agreement as of the Effective Date.

26.11 Interpretation of Documents. In the event of a conflict between this Agreement and any New Services Schedule, the terms of such New Services Schedule shall prevail.

26.12 Governing Law. This Agreement shall be governed by the substantive laws of the State of Illinois, without reference to provisions relating to conflict of laws. Except as provided in Article 23, the state courts of the County of Cook, Illinois and the United States District Court for the Northern District of Illinois shall have the exclusive jurisdiction over any and all claims, lawsuits and litigation relating to or arising out of this Agreement, the subject matter hereof or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably (a) submits to the personal jurisdiction of such courts over such party in connection with any litigation, proceeding or other legal action arising out of or in connection with this Agreement, the subject matter hereof or the transactions contemplated hereby, (b) waives to the fullest extent permitted by law any objection to the venue of any such litigation, proceeding or action which is brought in any such court and (c) agrees to the mailing of service of process to the address specified above for such party as an alternative method of service of process in any legal proceeding brought in any such court.

26.13 Survival. Except as expressly provided herein, all rights and obligations of the parties under this Agreement shall survive the expiration or termination of this Agreement.

26.14 Prevailing Party. The prevailing party in any suit or action brought against the other party to enforce the terms of this Agreement or any rights or obligations hereunder shall be entitled to receive reimbursement of its costs, expenses and attorneys’ fees and disbursements, including without limitation the costs and expenses of experts and internal resources expended, actually incurred in connection with such suit or action.

35

26.15 Third Party Beneficiaries. Except as expressly provided herein, this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than Northern Trust and Fiserv.

26.16 Covenant of Further Assurances. Northern Trust and Fiserv each agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, Northern Trust and Fiserv each shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement.

26.17 Interpretation of Certain Terms. All usage of the word “including” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation,” throughout this Agreement.

26.18 Insurance. During the Term, Fiserv shall maintain at its sole expense the following insurance with financially sound and reputable insurers. Within a reasonable period of time, and annually thereafter, Northern Trust and Fiserv shall review the amounts of insurance coverage required pursuant to this Agreement. Consideration shall be given to Fiserv’s performance and changes of volume, dollar value, mix of Services, and processing risks (based on the use of such technology), in determining whether recalibration of coverage is required.

(1) Insurance covering all risks of loss or damage to any checks and other items and data (including Reconstruction Costs) from any cause while in Fiserv’s or Fiserv Agents’ possession in an amount not less than $5 million per occurrence. For the purposes hereof, “Reconstruction Costs” includes actual market value of lost, damaged, or destroyed Securities at the close of business on the business day immediately preceding the day on which the loss is discovered, or for more than the actual cost of replacing Securities, whichever is less, plus the cost to post any required Lost Instrument Bonds. Such costs shall be paid by Fiserv or Fiserv’s insurance carrier. Valuation shall also include the cost of blank books, pages, tapes, or other blank materials to replace lost or damaged books of account or other records and the actual cash value at time of loss of other lost, damaged, or destroyed property or for more than the actual cost of repairing or replacing the property with property of similar quality and value, whichever is less. For purposes hereof, “Securities” means all negotiable and non-negotiable instruments or contracts representing either money or other property, including Northern Trust Data, revenue, and other stamps in current use, tokens and tickets, but not including money.

(2) Commercial General Liability Insurance in an amount not less than $1 million per occurrence for claims arising out of bodily injury and property damage, personal injury, and Broad Form Contractual Liability Insurance to insure against any liability arising out of this Agreement.

(3) Automobile Liability and Property Damage insurance on vehicles, if any, used to transport Northern Trust Data or other items in an amount not less than $1 million per occurrence for bodily injury and property damage, including vehicles for hire coverage.

(4) Commercial Crime Insurance, including fidelity, transit, and premises, in an amount not less than $5 million per occurrence, which shall respond to any loss involving Northern Trust Data under Fiserv’s care, custody, and control.

36

(5) Errors and Omissions/Professional Liability Insurance in an amount not less than $5 million per occurrence, which shall include coverage for claims for loss or liability to third parties (including customers of Northern Trust) arising out of Fiserv’s performance of, or failure to perform, its obligations to Northern Trust under this Agreement.

Simultaneously with Fiserv’s execution of this Agreement and annually thereafter Fiserv shall deliver to Northern Trust original certificates issued by the insurers evidencing the coverage required by this Section 26.18. Each certificate must unequivocally specify that at least 60 days’ notice shall be given to Northern Trust in the event of any material change or cancellation of coverage for any reason.

26.19 Marketing Assistance. Fiserv shall assist Northern Trust in marketing the Services to current and potential clients. Northern Trust will contact the Fiserv Relationship Manager to assist Northern Trust in retaining existing clients and assisting in new business development, including working with designated Northern Trust employees to respond to requests for proposals, develop marketing materials and standard proposal documentation. Fiserv will respond to all client or prospective client proposals within 5 business days of a Northern Trust request, with either the requested materials or a plan to provide such materials within a reasonable time period. Fiserv, at the request of Northern Trust, will attend client and prospective client meetings to make presentations on Fiserv capabilities. Northern Trust will contact the Fiserv Relationship Manager to make available Fiserv conducted tours of its facilities during normal business hours. In addition, Fiserv and Northern Trust covenant and agree to use commercially reasonable efforts to comply with the requirements and guidelines set forth in the Relationship Management model set forth in Exhibit 26.19. In the event that a party hereto fails to comply with the requirements and guidelines set forth in Exhibit 26.19, such failure shall be deemed to be a Dispute subject to the resolution procedures set forth in Article 23 of this Agreement.

[Remainder of page left blank intentionally.]

37

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

For Northern Trust:		For Fiserv:
THE NORTHERN TRUST COMPANY		FISERV SOLUTIONS, INC.
By:	/s/ Donald E. Berk	By:	/s/ Thomas W. Warsop, III
Name:	Donald E. Berk	Name:	Thomas W. Warsop, III
Title:	Senior Vice President	Title:	Group President

Further, the undersigned parties hereby agree that the Lockbox Services Agreement dated as of June 15, 2001 between Northern Trust and RemitStream Solutions, LLC, a Delaware limited liability company formerly known as Northern Fiserv, LLC (“RemitStream”), shall terminate and be superseded in its entirety by this Agreement as of the Effective Date.

IN WITNESS WHEREOF, Northern Trust and RemitStream have caused the termination provision immediately preceding this paragraph to be executed by their duly authorized representatives as of the date first above written.

For Northern Trust:		For RemitStream:
THE NORTHERN TRUST COMPANY		REMITSTREAM SOLUTIONS, LLC
By:	/s/ Donald E. Berk	By:	/s/ Anna M. Quinlan
Name:	Donald E. Berk	Name:	Anna M. Quinlan
Title:	Senior Vice President	Title:	President

38

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
	Standard < than 750,000 items Per Client
1	Standard Transit - Chicago City	Prime Pass Item	For clients less than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago City items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
2	Standard Transit - Chicago RCPC	Prime Pass Item	For clients less than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago RCPC items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
3	Standard Transit - Other Fed	Prime Pass Item	For clients with less than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Other Fed items according to the Federal Reserve Banks.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
4	Standard Transit - CORR DF	Prime Pass Item	For clients with less than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as CORR DF items according to the Northern Trust relationships.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
5	Standard Transit - On-Us	Prime Pass Item	For clients with less than 750,000 items a month, the processing of debit items which are drawn upon Northern Trust	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits / credits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
	Major Transit = > than 750,000 items Per Client
6	Major Transit - Chicago City	Prime Pass Item	From a single client with more than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago City items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
7	Major Transit - Chicago RCPC	Prime Pass Item	From a single client with more than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago RCPC items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

1 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
8	Major Transit - Other Fed	Prime Pass Item	From a single client with more than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Other Fed items according to the Federal Reserve Banks.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  spatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
9	Major Transit - CORR DF	Prime Pass Item	From a single client with more than 750,000 items a month, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as CORR DF items according to the Northern Trust relationships.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  alancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
10	Major Transit - On-Us	Prime Pass Item	From a single client with more than 750,000 items a month, the processing of debit items which are drawn upon Northern Trust	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits / credits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
	Lockbox Transit
11	Lockbox Transit - Chicago City	Prime Pass Item	Lockbox deposited items prepared by Fiserv and deposited in Northern Trust accounts. The processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago City items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
12	Lockbox Transit - Chicago RCPC	Prime Pass Item	Lockbox deposited items prepared by Fiserv and deposited in Northern Trust accounts. The processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago RCPC items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
13	Lockbox Transit - Other Fed	Prime Pass Item	Lockbox deposited items prepared by Fiserv and deposited in Northern Trust accounts. The processing of debit items which are drawn upon other banks that have Routing/Transits classified as Other Fed items according to the Federal Reserve Banks.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
14	Lockbox Transit - CORR DF	Prime Pass Item	Lockbox deposited items prepared by Fiserv and deposited in Northern Trust accounts. The processing of debit items which are drawn upon other banks that have Routing/Transits classified as CORR DF items according to the Northern Trust relationships.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

2 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
15	Lockbox Transit - On-Us	Prime Pass Item	Lockbox deposited items prepared by Fiserv and deposited in Northern Trust accounts. The processing of debit items which are drawn upon Northern Trust.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits / credits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
16	Transit - Rejects	Reject Processed	The processing of repairing and/or correcting items that rejected during the POD / Transit processing (services 1-15 above).	1.  Receipt 2.  Strip the item 3.  Process item by correcting / repairing through the rules set defined in the application 4.  Sort item (on-us to transit) 5.  Bundle items according rule set	1.  Prime pass Image Capture 2.  High Speed cash letter
	Non Transit Clearing
17	Controlled Disbursement - Capture	Prime Pass Item	The processing of debit items which are drawn upon Northern Trust from a Controlled Disbursement account. Includes receipt, normal processing and filing of the item. For this type of work, also included is transmission, reporting and notification.	1.  Receipt and Preparation 2.  Prime Pass, Repass of Item 3.  Balancing / Adjustments 4.  Transmission / Reporting 5.  Storing the items	1.  Image Capture 2.  Reject processing 3.  Day 2+ adjustments 4.  Returns
18	On-us Inclearings - Capture/ Exception Item Pull	Prime Pass Item	The processing of debit items which are drawn upon Northern Trust. Includes receipt, normal processing and filing of the item. Also included is the exception item pull / cycle sort run. The processing of the exceptions is not included in this service.	1.  Receipt and Preparation 2.  Prime Pass, Repass of Item 3.  Balancing / Adjustments 4.  Transmission / Reporting 5.  Exception item pull / cycle sort run	1.  Image Capture 2.  Reject processing 3.  Day 2+ adjustments 4.  Returns
19	Controlled Disbursement / On-Us - Rejects	Reject Processed	The processing of repairing and/or correcting items that rejected during the CD and Inclearing run processing (services 17-18 above).	1.  Receipt 2.  Strip the item 3. Process item by correcting / repairing through the rules set defined in the application 4.  Sort item 5.  Bundle items according rule set	1.  Prime pass Image Capture 2.  High Speed cash letter
23	Cashletter Correction	Correct Cash Letter (Advice)	The process of correcting (reconciling) cash letters that are not in balance. The source of the cash letters are from Northern Trust customers deposit to Northern Trust.	1.  Balancing the transaction 2.  Creation of the adjustment tickets 3.  Preparation, the creation of the advice	1.  Balanced transactions 2.  Next adjustments
24	Encoding - Line & G/L and Corporate	Item Encoded	The process of encoding of Corporate Unencoded items which include the deposit ticket and all associated items. Includes receipt & dispatch, encoding, and preparing for the sorter room. The process of encoding Line & G/L items received from Northern Trust branches.	1.  Encoding of credits, debits and settlements 2.  Received from branches or unencoded work received from direct deliveries 3.  All fields that are required	1.  Processing of out-of-balance conditions

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

3 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
25	Encoding - Correction	Item Corrected	When transactions are out of balance (received), this is the process to accomplish balance the transaction. The creation of the adjustment ticket, advice and the dispatch of the customer advice.	1.  Processing the out of balance transaction 2.  Developing the proper adjustment tickets 3.  The advice creation 4.  Sending of the advice	1.  Postage of the advice to the customer
	RETURNS
27	Return - Chargeback	Return Processed	On incoming returns (Northern Trust is the Bank of First Deposit) the item is charged back to the Northern Trust Depositor.	1.  Processing the item in the Return Item system 2.  Send notification according to the Client’s requirements (phone or mail)	1.  Re-deposits 2.  Notification by fax or e-mail (Separate fee)
29	Return - Redeposit	Return Processed	Once an item has been deemed a return and the account is set-up for redeposit, this process will redeposit the items back to the paying bank.	1.  Preparing the items to be sent 2.  Send the items back to the paying bank 3.  Notification to the Client according to their requirements	1.  Chargebacks 2.  Transportation
31	Return - Outgoing	Return Processed	The process of returning an item drawn upon Northern Trust to the Bank of First Deposit. The items identified are exceptions where the decision was made not to pay it. For High dollar returns (over the industry thresholds) notifications are provided.	1.  Identify the BOFD 2.  Preparing the item (stripping) 3.  The encoding of the return 4.  The dispatch of the return to the bank of first deposit	1.  The processing clearing of the item to the bank of first deposit 2.  Clearing fees
	DEMAND ACCOUNT SERVICES
32	Daily Exceptions	Exception Processed	The processing of exception items that were identified in Northern Trust reports. These exceptions include, Surveillance, account closed, non posts, blocks and other exceptions that are not part of specific Designated Services in theis schedule. This service covers multiple account types for Northern Trust (DPS, RAS, etc).	1.  Attempt to fix the exception. 2.  For good items, they are placed into bulkfile 3.  For items that are fixed, paper entries are created and they are prepared for processing for the next business day 4.  Items identified as returns are prepared and sent to Returns	Processing of the exception items that are identified in the Designated Services in this schedule
33	Stop Exceptions	Stop Item	The processing of exception items that were identified as Stop Payments. This service covers all acocunt types at Northern Trust.	1.  Processing the identified Stop payments via a report 2.  Identified returns are setup as returns	1.  Stop payment calls 2.  Processing of the outgoing return
34	ARX Warns	Exception Processed	The processing of exceptions identified in the Northern Trust ARX system. These are items that posted and typically are MICR serial number errors.	1.  Processing exceptions from the Northern Trust report 2.  Scrubbing the items and fixing MICR codelines 3.  Prepare the items for processing the next business day 4.  Suspect items are marked for Client referral and when the decision is to not pay, the items are prepared for return	Image delivery to the Client

Execution Copy: October 26, 2007

Initials: Fiserv                      Northern Trust                 

4 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
35	ARX Rejects	Exception Processed	The processing of exceptions identified in the Northern Trust ARX system. These are items that non posted and typically are MICR Account number errors (invalid).	1.  Processing exceptions from the Northern Trust report 2.  Scrubbing the items and fixing MICR codelines 3.  Prepare the items for processing the next business day 4.  Suspect items are marked for Client referral and when the decision is to not pay, the items are prepared for return	Image delivery to the Client
36	Overdraft decision resulting in return	Overdraft item	The processing of overdraft exception items that were identified as returned. This is accomplished by executing an EOD report that closes decisions.	1.  Processing the identified returned overdrafts 2.  Identified returns are setup as returns	1.  Processing of the outgoing return 2.  Processing items have the EOD was created
37	Positive Pay Exceptions - Client Based	Exception Processed	The processing of client based positive pay exceptions. In this service, the Client makes the pay or no pay decision from a paid reported provided by Northern Trust.	Upon notification, returned items are prepared and sent to the Return item area	1.  Image delivery to the Client 2.  Positive Pay clients
39	Process Stop Calls	Stop Payment Request	This service is the processing of stop payment requests from Northern Trust or their customers received by phone, e-mail or fax. Blocks require the request be in writing.	1.  The receiving of the information 2.  Entering the information into the system 3.  Validating the information 4.  Printing and sending of the notice	1.  Processing of the stop exception 2.  Postage on the notice
39	Manual Register Adds and Deletes	Register	This service is the processing of Northern Trust clients to add or delete registers based on the information from the Client. Requests are received via Northern Trust ARMs, e-mail or fax.	1.  Processing of adds or deletes on registers identified by the Clients 2.  Changes to register include deleting it and adding it back in	Non Positive Pay accounts
40	Standard PE Inquiry	Inquiry Processed	This service involves research that is requested from Northern Trust via ARMs. This can include Manual Registers, re-create statements, research, change of information, etc.	1.  Receipt of the ARMs request 2.  Communications with Northern Trust to process the request 3.  Resolution of the request 4.  Update the ARMs folder	Processing of the financial transaction to fix an exception or adjustment

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

5 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
41	AT&T PE	Per Person	The service focuses on a specific product area and Northern Trust client (AT&T). The service handle the inquires, communication and manages the adjustment with their cash letter deposits.	1.  Applies to specific AT&T accounts 2.  Interfaces with Northern Trust Client Services	Identified Designated Services in this schedule. Example, Adjustments are completed by another area and billed under Adjustments
43	Prepare Manual CBIS Statement	Statement Processed	The printed statements are received from Northern Trust. The checks and statements are inserted in the CBIS envelope.	1.  Receipt of the statements from the Northern Trust 2.  Insertion of checks and statements in the envelope 3.  Dispatch the statements to the mail room	1.  Printing of the statements 2.  Postage fees 3.  Supplies - envelopes
44	Prepare Manual Statement	Statement Processed	The printed statements are received from Northern Trust. The checks and statements are inserted in the mailing envelope. This service is for those Northern Trust clients that wish to have their checks returned.	1.  Receipt of the statements from the Northern Trust 2.  Insertion of checks and statements in the envelope 3.  Dispatch the statements to the mail room	1.  Printing of the statements 2.  Postage fees 3.  Supplies - envelopes 4.  Processing return statements (Separate fee)
45	Check Retention Boxes	Per box	The storage of checks for Northern Trust customers who subscribe to the service.	Preparing the box for shipment which includes labelling and bar code	Retrievals of physical items in long term storage
49	ARX Reconciliation - Partial - per account	Account Processed	The process to perform Partial Reconcilement according to the parameters that Northern Trust defined. Typically this is packaging the statement for delivery.	1.  Receipt of the printed statement from Northern Trust 2.  If required, obtaining the checks for that period 3.  Preparing the information for delivery	1.  Full reconciliation of the account 2.  Non check activity
50	ARX Reconciliation - Full - per account	Account Processed	The process to perform Full Reconcilement according to the parameters that Northern Trust defined. Typically this is reconciling the issue and paid registers for that account.	1.  Receipt of the printed statement from Northern Trust 2.  Print outstanding register summary 3.  Reconcile the checks paid to the registers	1.  Partial reconciliation 2.  Non check activity
51	Check Filing	Item Filed	The process of the on-us items that are bulkfiled and/or corporate accounts that are held in on-site storage.	1.  Boxing the items for on-site storage 2.  Labeling the boxes for retrieval purposes	1.  Retrievals of physical items 2.  Long term storage

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

6 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
52	Check Paying - DPS/ARX Fraud	Item Processed	The processing of high dollar items, Carreker identified or monitored items based on Northern Trust criteria. Northern Trust will state the criteria that will be involved in determining the validation of the signature and other check paying points. This includes the processing of high dollar call backs.	1.  Reviewing items over the dollar paying limit 2.  Evaluate according to Northern Trust criteria 3.  For identified suspect items, enter data into the Northern Trust system for referral	1.  Policy items under the dollar threshold 2.  RAS / GECC / CMMA items
53	Check Paying -RAS/ GECC/CMMA Fraud	Item Processed	For specific Northern Trust customers under the programs RAS/GECC/CMMA on high dollar items. Northern Trust will state the criteria that will be involved in determining the validation of the signature and other check paying points. This includes the processing of high dollar call backs.	1.  Reviewing items over the dollar paying limit 2.  Evaluate according to Northern Trust criteria 3.  For identified suspect items, enter data into the Northern Trust system for referral	1.  Policy items under the dollar threhold 2.  DPS and ARX items
54	Collections - Domestic / On-Us	Item Collected	The collection process of domestic items. This includes the sending of the correspondence and follow up phone calls. In addition, it can be fraudulent items that require recovery.	1.  For both incoming (initiated by other financial institutions) or outgoing (items returned by Northern Trust branches) 2.  Sending correspondences 3.  Follow-up phone calls 4.  If required, make proper account adjustment	Cash letter items
55	Collections - Not On- Us	Item Collected	The collection process of international items. This includes the sending of the correspondences and follow-up phone calls.	1.  Sending correspondences 2.  Follow-up phone calls 3.  Initialize SWIFT or receive SWIFT 4.  Use exchange rate per Northern Trust rate sheet 5.  If required, make proper account adjustment	International Cash Letter items
56	International Cash Letter	Per Item	Developing the cash letter for Canadian international items that meet the Northern Trust criteria for Cash Letter and send it to the proper endpoint. There are two cash letters one on Canadian Routing with USD and Canadian Routing on CAD.	1.  Sending correspondences 2.  Follow-up phone calls 3.  Use exchange rate per Northern Trust rate sheet 4.  Develop proper transactions	1.  International collected items 2.  Countries outside of Canada
	INVESTIGATIONS
57	Photo Retrievals - High Speed	Item Copied	The process of obtaining copies of items from the high speed microfilm readers.	1.  Inquiry of items via microfilm readers 2.  Dispatching the copy of the item	1.  Manual retrievals 2.  7 year plus retrievals 3.  Image retrievals
58	Photo Retrievals - Low Speed	Item Copied	The process of manually obtaining copies of items from the microfilm or images post microfilm discontinued.	1.  Inquiry of items via manual retrieval 2.  Dispatching the copy of the item	1.  Automated retrievals 2.  7 year plus retrievals

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

7 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
59	Adjustments	Prime Pass Item	The processing of an adjustment including the opening of the case, resolution of the case and closing of the case. This is specific to the AT&T deposited volume.	1.  Opening a case 2.  Setup a case 3.  Resolve case or provide routine updates on open cases 4.  Monitor open cases 5.  If required, make proper account adjustments 6.  According to agreed criteria, write-off cases	1.  General Ledger reconcilement (out of balances, referral errors) 2.  Northern Trust Control Group performs (referrals, reconcilement and reporting)
	Technology
61	CD-Rom-Creation- Items<2,500,000	Imaged item	For the first 2,500,000 items where a CD-ROM is created. This is an incremental charge to Image Capture.	CD-ROM Production	Image capture, storage or on-line retrieval
62	CD-Rom-Creation- Items>2,500,000	Imaged item	For every imaged item after, 2,500,000 items. This is an incremental charge to Image Capture.	CD-ROM Production	Image capture, storage or on-line retrieval
63	CD-Rom-Copies	Per Copy (CD- ROM)	For every CD-ROM copy created after the original.	For every CD-ROM copy created after the original	For every CD-ROM copy created after the original
65	Putnam Image Statements - Postage	Imaged item	This service is the composition of the image statements specifically for Putnam.	The receipt of the statement file and the composition of the required images and statement in the required print format	1.  Non Putnam 2.  Printing, insertion of statement in envelope and mailing
66	Seven Year Archive-All Other	Imaged item	The fee is for all items imported into the Fiserv National long-term archive. The fee includes on-line image retrievals. The fee does not include image delivery (CD-ROM or transmission).	Long term storage and on-line retrieval	retrievals. The fee does not include image delivery (CD-ROM or transmission)
67	Archive Retrieval <120 days	Imaged item	Based on the number of retrievals from the short-term archive (Checkvision).	On-line retrievals from CheckVision or Treasury Passport	Image capture, storage and image delivery (CD-ROM or transmission)

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

8 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
69	Image Capture	Imaged item	Base charge for every imaged item. Only applies to Item Processing and is comprised of Prime Pass items and the Principal items that are imported into the image archive. This fee does not include long term archive, online retrievals or image delivery.	Image Capture from IP	Storage, on-line retrieval or image delivery
70
75	CD-Rom-Benefit	Imaged item	For every imaged item where a CD-ROM is created.	CD-ROM production for Benefit Payment identified	Image capture, storage or on-line
78	CD-Rom-Lockbox- Documents<100,000	Imaged Document	Separate service that imports documents from Fiserv and a CD-ROM is created. This service is items up to 100,000. This is incremental to the Fiserv base service.	CD-ROM Production	Image capture, storage or on-line retrieval
79	CD-Rom-Lockbox- Documents>100,000	Imaged Document	Separate service that imports documents from Fiserv and a CD-ROM is created. This service is items over 100,000. This is incremental to the Fiserv base service.	CD-ROM Production	Image capture, storage or on-line retrieval
80	CD-Rom-Lockbox- Checks<100,000	Imaged item	Separate service that imports checks from Fiserv and a CD-ROM is created. This service is items up to 100,000. This is incremental to the Fiserv base service.	CD-ROM Production	Image capture, storage or on-line retrieval
81	CD-Rom-Lockbox- Checks>100,000	Imaged item	Separate service that imports checks from Fiserv and a CD-ROM is created. This service is items over 100,000. This is incremental to the Fiserv base service.	CD-ROM Production	Image capture, storage or on-line retrieval
81	CD-Rom-Lockbox- Copies	Per Copy (CD- ROM)	For every CD-ROM copy created after the original.	Producing a copy on an original CD-ROM	Image capture, storage or retrieval
88	Payee Verification - DR < 100,000	Per Item	This service is the processing of identified positive pay items through the Fiserv Payee Verification system. This is the first 100,000 item per month.	Processing of the identified accounts and items through the Positive Pay FraudGuard system. Includes digital interrogation and processing of the Payee Name exception	Traditional positive pay and are included in Designated Services in this schedule

Execution Copy: October 26, 2007

Initials: Fiserv                      Northern Trust                 

9 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	ServiceIncludes	Service Excludes
89	Payee Verification - DR > 100,000	Per Item	This service is the processing of identified positive pay items through the Fiserv Payee Verification system. This is the items greater than 100,000 item per month.	Processing of the identified accounts and items through the Positive Pay FraudGuard system. Includes digital interrogation and processing of the Payee Name exception	Traditional positive pay and are included in Designated Services in this schedule
90	Merchant Capture - Chicago City	Prime Pass Item	For deposited items via Merchant Capture, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago City items according to the Chicago Federal Reserve.	1.  Processing of the item via Merchant Draft solution 2.  Printing of the IRD 3.  Prime Pass and Repass of Item if required 4.  Balancing / Customer Adjustments 5.  Dispatch and transportation 6.  Clearing fees, if required 7. Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
91	Merchant Capture - Chicago RCPC	Prime Pass Item	For deposited items via Merchant Capture, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago RCPC items according to the Chicago Federal Reserve.	1.  Processing of the item via Merchant Draft solution 2.  Printing of the IRD 3.  Prime Pass and Repass of Item if required 4.  Balancing / Customer Adjustments 5.  Dispatch and transportation 6.  Clearing fees, if required 7.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
92	Merchant Capture - Correspondent	Prime Pass Item	For deposited items via Merchant Capture, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as CORR DF items according to the Northern Trust relationships.	1.  Processing of the item via Merchant Draft solution 2.  Printing of the IRD 3.  Prime Pass and Repass of Item if required 4.  Balancing / Customer Adjustments 5.  Dispatch and transportation 6.  Clearing fees, if required 7.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
93	Merchant Capture -Fed	Prime Pass Item	For deposited items via Merchant Capture, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Other FED items according to the Federal Reserve Banks.	1.  Processing of the item via Merchant Draft solution 2.  Printing of the IRD 3.  Prime Pass and Repass of Item if required 4.  Balancing / Customer Adjustments 5.  Dispatch and transportation 6.  Clearing fees, if required 7.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
94	Merchant Capture - On- Us	Prime Pass Item	For deposited items via Merchant Capture, the processing of debit items which are drawn upon Northern Trust.	1.  Processing of the item via Merchant Draft solution 2.  Printing of the IRD 3.  Prime Pass and Repass of Item if required 4.  Balancing / Customer Adjustments 5.  Dispatch and transportation 6.  Clearing fees, if required 7.  Reporting and transmission	1. Encoding of debits 2. Image Capture 3. Reject processing 4. Day 2+ adjustments 5. Returns
95	Image Statement	Per Statement	This service is the composition of the image statements specifically for Northern Trust Clients.	The receipt of the statement file and the composition of the required images and statement in the required print format	1.  Putnam 2.  Printing, insertion of statement in envelope and mailing 3.  Processing return statements (Separate fee)

Execution Copy: October 26, 2007

Initials: Fiserv                      Northern Trust                 

10 of 11

Exhibit 3.1A

Designated Item Processing Services

	Service*	Unit of         Count	Process Description	Service Includes	Service Excludes
96	AT&T Transit - Chicago City	Prime Pass Item	For AT&T, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago City items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
97	AT&T Transit - RCPC	Prime Pass Item	For AT&T, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Chicago RCPC items according to the Chicago Federal Reserve.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
98	AT&T Transit - Corr	Prime Pass Item	For AT&T, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as CORR DF items according to the Northern Trust relationships.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
99	AT&T Transit - FED	Prime Pass Item	For AT&T, the processing of debit items which are drawn upon other banks that have Routing/Transits classified as Other FED items according to the Federal Reserve Banks.	1.  Receipt and preparation 2.  Prime Pass and Repass of Item if required 3.  Balancing / Customer Adjustments 4.  Dispatch and transportation 5.  Clearing fees, if required 6.  Reporting and transmission	1.  Encoding of debits 2.  Image Capture 3.  Reject processing 4.  Day 2+ adjustments 5.  Returns
100	Process Adjustment - AT&T incremental volume	Prime Pass Item	The processing of an adjustment including the opening of the case, resolution of the case and closing of the case. This is specific to the AT&T deposited volume.	1.  Opening a case 2.  Setup a case 3.  Resolve case or provide routine updates on open cases 4.  Monitor open cases 5.  According to agreed criteria, write-off cases	1.  Reconciling the General Ledgers 2.  The functions that the control group performs

* Note: Northern Trust and Fiserv mutually agree to reconcile the service level descriptions outlined in Exhibits 3.1A and 3.1B to the to be revised billing service codes agreed to in Exhibits 14.1A and 14.1B. This will be completed by June 30, 2008.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

11 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
	New	New	Acct. # Capture – as billed	Bill	Require further information
	New	New	ACH Report Scanning Fee	Page	Require further information
SBX	1946963	1946963	Add a Policy	Policy	Policy level charge used when we have to entry a policy number (from the remittance document and/or check) that is not part of the Smart Box billing database.	Adding to detail in accounts receivable file when not in database	1.  Transmission, 2.  Lockbox processing
SBX	2117742	2117742	Allocation Fund / Allocations Fund	Fund	Fund level charge for making an allocation change on a line item payment. One fee per fund option is charged.	Incremental to Allocations check.	Allocations check
SBX	2118529	2118529	Allocations Check	Item	Check level charge for making allocation changes on payments within a transaction.	Grouping of investments 2.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1700632	1700632	As Billed Checks	Item	Check level charge for transactions that match the database as billed.	Grouping where check and database match	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1702993	1702993	As Billed Policy Records	Policy	Policy level charge for transactions that match the database as billed.	Incremental to As Billed Checks	As Billed Checks
	1730538	1188880	Automated Lockbox Services		Require further information
SBX	2121677	2121677	Cash Equivalency Check	Item	Check level charge for transactions that match the database as billed.	Grouping for travelers checks, official checks, cashier checks, money orders	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	2120890	2120890	Cash Equivalency Policy	Policy	Policy level charge for grouping cash equivalency transactions.	Incremental to Cash Equivalency Check	Cash Equivalency Check
	2192507	2192507	CD ROM Checks	Check	Service to generate CD-ROMs with check images.	Writing check images to CD-ROMs	1.  Image scanning 2.  Image transmissions 3.  Online image access 4.  Lockbox processing
	2192507	2193294	CD ROM Documents	Document	Service to generate CD-ROMs with document images.	Writing document image to CD-ROMs	1.  Image scanning 2.  Image transmissions 3.  Online image access 4.  Lockbox processing

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
050423	2201951	2201951	CD ROM Monthly Fee	CD-ROM	Service to create CD-ROMs	Daily, weekly, monthly CDs	1.  DVDs, 2.  Image transmissions, 3.  Online image access, 4.  Lockbox processing
	New	New	CD-ROM- Benefit Payment		Require further information
	New	New	CD-ROM- Lockbox - Checks <100,000		Require further information
	New	New	CD-ROM- Lockbox - Checks > 100,000		Require further information
	New	New	CD-ROM- Lockbox - Documents <100,000		Require further information
	New	New	CD-ROM- Lockbox - Documents >100,000		Require further information
	New	New	CD-ROM- Lockbox Copies		Require further information
SBX	1948537	1948537	Change Dollar Amount	Policy	Policy level charge used when we have to change a dollar amount from what was billed. This charge only applies to those policies for which the dollar amount is changed.	NY Life grouping for permanent change of dollar amount	1.  Other groupings -- can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Processing
SBX	2104363	2104363	Changes Check	Item	Check level charge for payment transactions where the customer has option billing changes (non-financial).	Grouping where customer changes name, address, etc.	1.  Other groupings -- can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	2105150	2105150	Changes Policy	Policy	Policy level charge for payment transactions where the customer has option billing changes (nonfinancial).	Policy grouping incremental to Changes Check	Changes Check
950100	1438359	1438359	Check Only W/Complex sort	Item	Service for performing negotiability checks, payee verification, and check encoding for any received without a scannable billing document.	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Reporting 5.  Reassociation	1.  Payments with coupons that have an OCR scanline that is scannable 75% of time or more 2.  Batched photocopies 3.  Unbankables 4.  Deposit prep 5.  Image capture 6.  Photocopies
95011R	2179915	2179915	Checks Imaged	Check	Service per item for checks imaged	Charge for each check that is scanned in Wholesale Lockbox	1.  Checks scanned in Wholetail Lockbox 2.  Document image capture

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 2 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
650116	1134577	1134577	Circle Amount and Other Information	Item	Service for circling the dollar amount on the accompanying papers.	Separate notation charge that applies only to annotating original documents by circling amounts	1.  Transferring information from accompanying papers onto face of check 2.  Sequentially numbering papers/envelopes 3.  Writing check number on accompanying documents
050114	1151104	1151104	Complex Sort	Item	Service for sorting checks into 3 (three) or more groups or sorts within a 2 group sort.	Sorts segregating checks into own groups, not co-mingled, such as by 3 or more customers	Simple sorts
SBX	2146861	2146861	Correspondence Check	Item	Check level fee for separately grouping transactions that contain customer correspondence.	No check enclosed grouping	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	2146074	2146074	Correspondence Policy	Policy	Policy level fee for separately grouping transactions that contain customer correspondence. Each policy within the transaction receives the fee.	Policy level grouping incremental to Correspondence Check	Correspondence Check
85011R	2180702	2180702	Coupons Imaged	Coupon	Service per item for coupons imaged.	Separate charge for scanning of check-sized document with OCR line (coupon)	1.  Scanning documents that are not coupons 2.  Online access to images 3.  Online viewing 4.  Online searches 5.  Check image capture
SBX	1940667	1940667	Create a Bill Check	Item	Check level charge used when we have to create a bill per client’s operating instructions (e.g. for a transactions which are not on the Smart Box database).	Grouping for creating an invoice when can’t find the invoice in the database but good information has been provided	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1943815	1943815	Create a Bill Policy	Policy	Policy level charge used when we have to create a bill per client’s operating instructions (e.g. for transactions which are not on the Smart Box database). One charge for each of the policies that are part of the transaction.	Policy level grouping incremental to Create a Bill Check	Create a Bill Check
SBX	1702206	1702206	Customer Gen Checks	Item	Check level charge used when we process a payment where the customer returns their own remittance document (rather than the client generated document).	Grouping for when a customer sends back their own invoice instead of the one from the insurance company	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX		1943028	Customer Gen W/Fax Policies	Item	Service per item when policies cannot be found on data base. Photocopy of item is faxed for client instruction on handling. (used by Trad only)

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 3 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
SBX	1704567	1704567	Customer Generated Policy Record	Policy	Policy record level charge used when we process a payment where the customer returns their own remittance document (rather than the client generated document). One charge for each of the policies that are part of the transaction.	Policy level grouping incremental to Customer Gen Checks	Customer Gen Checks
050406	1184945	1184945	Data Consolidation – Bank	Bank	Monthly charge for in-coming files sent by a bank to be consolidated with other input.	All files received from bank on same transmission with other paper input	1.  Processing, 2.  Data consolidation per item 3.  Data consolidation maintenance
050404	1185732	1185732	Data Consolidation – Maintenance	Monthly	Monthly charge for maintenance of data consolidation.	Merging in ACH addenda information	1.  Processing 2.  Data consolidation per item
050403	1190454	1190454	Data Transmission – File	File	Service associated with each file of lockbox information provided to the client. If multiple lockboxes are transmitted in a single file, one lockbox will receive the charge for the file.	1.  Sending data files to customer 2.  Incremental to monthly maintenance and transmission records	1.  Data Transmission, Image Transmission, EDI Transmission Maintenance 2.  Info Delivery Transmission Records
050400	1186519	1186519	Data Transmission - Monthly Maintenance	Lockbox	Monthly charge for maintenance of data transmission service.	1.  Associated overhead from sending transmissions to client 2.  Incremental to per record and per file	1.  Maintenance for EDI or image transmissions, 2.  Information Delivery Transmission Records, 3.  Information Delivery Transmission File
050401	1188880	1188880	Data Transmission – Records	Record	Service for transmitting each record of information that corresponds to a client’s monthly volume.	1.  Sending records to the customer. 2.  Incremental to monthly maintenance and data transmission files	1.  Data Transmission, Image Transmission, EDI Transmission Maintenance 2.  Information Delivery Transmission Files 3.  Info Deliv —Transmission Rec.- EDI
95011D	1192028	2122464	Date Stamping	Item	Service to cover date stamping envelopes.	Incremental to date stamping monthly maintenance	Lockbox processing
SBX	1947750	1947750	Delete a Policy	Policy	Policy charge used when we delete a policy (from the original billing record) at the customer’s option. Applies only to those policies which are deleted.	Grouping for deleted policies	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3. Lockbox processing
SBX	1944602	1944602	Deposit OOB Bill Policy	Policy	Policy level charge for transactions which are determined to be out of balance (OOB) per the client’s operating instructions. One charge for each policy in the transaction.	Grouping for out of balance policies.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1751000	1751000	Deposit OOB Checks	Item	Check level charge for processing out of balance transactions.	Check level groping incremental to Deposit OOB Bill Policy	Deposit OOB Bill Policy
750530	1941454	1941454	Do Not Deposit Checks	Item	Check level charge for Smart Box unbankables.	Manual return of unbankable items.	1.  Unbankables decisioning, 2.  Automated unbankables
650530	1945389	1945389	Do not Deposit Policy	Policy	Policy level charge for Smart Box unbankables.	1.  Incremental to Do Not Deposit Checks 2.  2.5 policies per check	1.  Unbankables decisioning, 2.  Automated unbankables

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 4 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
75011R		2057930	Document Image Scan/Index	Document	Service per item for invoices and/or envelope imaged.	Separate charge for scanning all documents except coupons	1.  Online access to images 2.  Online viewing 3.  Online searches 4.  Check image capture 5.  Coupon image capture
950423	2202738	2202738	Duplicate CD ROM Creation (Client Consolidation)	CD-ROM	Service to consolidate images per Client (multiple lockboxes) for CD-ROM generation.	Additional daily, weekly, monthly CD(s)	1.  DVDs, 2.  Image transmissions, 3.  Online image access, 4.  Lockbox processing
95011L	1247905	1247905	Envelope Photocopy	Envelope	Service to photocopy envelopes.	1. Separate charge from photocopy documents 2. Photos batched separately	1.  Photocopies of invoices, coupons, correspondence 2.  Photocopies of checks 3.  Lockbox processing
050323		1258136	Extra Account Batch Listing	Batch	Service per additional Account Batch Listing requested.	1. Additional Reporting 2. More detail than Deposit Report (recap)	Lockbox Processing
050320	1259710	1259710	Extra Deposit Notification	Recap	Service for receiving an additional daily Deposit Report (recap).	Additional reporting	Lockbox Processing
05011A	1262071	1262071	Extra Photocopy	Item	Service for each photocopy of a check.	One photo of front of check	1.  Photocopies of documents 2.  Lockbox processing
SBX		1949324	FAX	Page	Service per page charge when we choose the FAX grouping.	Fax grouping	1.  Faxing, 2.  Fax reporting, 3.  Other groupings per above
950321	2151583	2151583	Fax Reports	Document	As needed service per page for facsimile to notify client of remitter name and dollar amount remitted or requesting payment instructions.	1.  Incremental to fax maintenance 2.  Transmission information provided manually, per page, 3.  SmartBox Manual Fax Service-Item	1.  Lockbox processing 2.  Fax maintenance, 3.  Transmissions
	New	2265698	Fiserv Online Maintenance	Monthly	Require further information
	New	1923353	Full Pay Processing W/Complex Sort	Item	Require further information
050101	1923353	1923353	Full Pay Single Processing	Item	Service per check for performing negotiability checks, payee verification where a single check is equal to a single scannable document.	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Reporting, 5.  Payment includes both check and coupon 6.  Auto capture of information on coupon	1.  Single check for multiple scannable documents, 2.  Photocopies, 3.  Partial payments, 4.  Stop files, 5.  Check onlys 6.  Wholesale lockbox processing 7.  Image lockbox processing

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 5 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
		2058717	Image Maintenance	Lockbox	Monthly charge for daily transmission of images captured per client instructions.	1.  Associated overhead from sending image transmissions to client 2.  Incremental to image transmission per file	1.  Data transmissions, 2.  EDI transmissions, 3.  Image capture, 4.  Online image access 5.  Image transmission file
050420		2258615	Image Transmission	File	Charge associated with each file of images captured per client instructions. If multiple lockboxes are transmitted in a single file, one lockbox will receive the charge for the file.	1.  Sending image files to customer 2.  Incremental to monthly maintenance for image transmission	1.  Data transmissions 2.  EDI transmission, 3.  Image Capture, 4.  Online image access, 5.  Image transmission maintenance
SBX	1706141	1706141	Interactive Database	Policy	Policy charge (assessed at month-end) for storage of policy billing records on the Smart Box database.	Storage of records.	1.  Image archive, 2.  SmartBox groupings
05011P	1306143	1306143	Invoice Balancing	Item	Service for balancing an invoice to the amount remitted during data entry, either prior to or after deposit.	Upfront balancing with amount of balance outsorted and returned to lockbox owner or force balanced.	Lockbox processing
050126	1315587	1315587	Keystroke Charge	Keystroke	Per character charge for key-entering check serial number or remitter information,	Keying of invoice number or remitter name and navigation keys (enter, tab, page down, space, etc.).	1.  Transmissions 2.  Image capture
	1613073	1613073	LBX Check Receipt Verification	Item	Require further information
SBX	2018580	2018580	Loan Checks	Item	Check level fee for processing loan payments.	Grouping for loans.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	2017793	2017793	Loan Policies	Policy	Policy level fee for processing loan transactions. One fee per policy paid.	Policy level grouping incremental to Loan Checks.	1.     Loan Checks
05013A	1969786	1969786	Lockbox Credit Card Processing	Item	Service per item for processing credit card payments.	1.  Authorizing credit card payment, 2.  Keying in credit card data and verifying signature 3.  Reporting	Lockbox Processing
050302	1333688	1333688	Lockbox Deposits	Deposit	Service for depositing a batch or batches of checks through a lockbox for a designated deposit time at a designated correspondent bank.	Preparing checks for clearing and settlement.	1.  Lockbox processing 2.  Check processing
050300	1336049	1336049	Lockbox Items Deposited	Item	Service for each check that is deposited through a lockbox.	Incremental to Lockbox Deposit.	1.  Lockbox processing 2.  Check processing
050000	1336836	1336836	Lockbox Monthly Maintenance	Lockbox	Monthly charge associated with the maintenance of a lockbox.	1.  Rental for PO Box number 2.  Pick-up or delivery of mail 3.  Overhead associated with maintaining lockbox; including software	1.  Per item fees 2.  All Mailout activity
	New	New	Lockbox Photocopy	Item	Require further information

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 6 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
	1847014	1847014	Lockbox Photocopy – Wholetail	Item	Require further information
050100	1433386	1438359 / 1392713	Lockbox Processing	Item	Service for performing negotiability checks, payee verification, and check encoding for any item received without a scannable billing document. Photocopy of item is not provided.	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Reporting 5.  Reassociation	1.  Payments with coupons that have an OCR scanline that is scannable 75% of time or more 2.  Photocopies 3.  Unbankables 4.  Deposit prep 5.  Image capture
	New	New	Lockbox Rental		Require further information
		1336049	Lockbox Services	Item	Require further information
050311	1612286	1612286	Lockbox Total Inquiry	Call	Charge assessed when a client calls RemitStream Solutions for deposit information.	1.  Phone call by client 2.  Reporting	1.  Lockbox processing, 2.  Phone Notification - Deposit
05013H	1344706	1344706	Mail Forwarding Fee	Lockbox	Monthly charge for forwarding mail from a closed lockbox.	1.  Mail forwarding for a maximum of 3 months after which it will returned to sender. 2.  Lockbox Maintenance charge	Lockbox per item charge
	1345493		Mail Forwarding Maintenance	Lockbox	Require further information
050121	1352576	1352576	MICR Capture	Item	Service per check for capturing the Magnetic Ink Character Recognition (MICR) line, which identifies check number, drawee bank, and remitter bank account number.	1.  Additional processing charge to capture this line from check when returning MICR line data to client as in a data transmission 2.  May be in addition to check image capture	1.  Data transmissions 2.  Lockbox processing
050103	1924927	1924927	Multiple Item Processing	Item	Service per check for performing negotiability checks, payee verification of a check associated with a multiple transaction. Photocopy of check is not provided	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Reporting, 5.  One or more checks are received with one or multiple scannable documents 6.  Auto capture of information on coupon	1.  Full pay singles, 2.  Partial payments 3.  Stop files, 4.  Check onlys, 5.  Photocopies 6.  Wholesale lockbox processing, 7.  Image capture
	New	1924927	Multiple Item Processing W/Complex Sort	Item	Require further information
05011M	1391926	1391926	No Check Enclosed Items	Envelope	Service for handling documents received through the lockbox that do not have an associated check.	1.  Document only processing 2.  Outsorting correspondence to separate batch	Check processing
95011M	1980804	1980804	No Item Enclosed - Monthly Fee	Lockbox	Monthly charge for handling documents received through the lockbox that do not have an associated check.	1.  Will be used when per item fee cannot be used such as lockboxes used for imaging only. 2.  Correspondence only volume	Maintenance for check and document
050540	2173619	2173619	Non Lockbox Mail Received	Package	Service per package fee for non-lockbox mail (no checks) sent to the lockbox that should have been sent directly to the customer.	Return of merchandise sent to lockbox.	1.  Processing 2.  Other mailout activity

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 7 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
SBX	1701419	1701419	Not as Billed Checks	item	Check level charge for processing a not-as-billed transaction.	Grouping for checks that don’t reflect amount billed.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1703780	1703780	Not as Billed Policy Records	Policy	Policy record level charge for processing a not-as-billed transaction. One charge for each policy in the transaction.	Policy level grouping incremental to Not as Billed Checks.	Not as Billed Checks
SBX	1942241	1942241	One Check Processing	Item	Check level charge for MassMutual for processing one check into multiple MassMutual boxes.	1.  Mass Mutual grouping 2.  Grouping when one check covers payment for multiple lockboxes	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
75013F	1942241	1942241	One Check Processing Check	Item	Check level charge for processing one payment across several lockboxes
85013F	1946176	1946176	One Check Processing Policy	Policy	Policy level charge for processing policies from one payment across several lockboxes.
SBX	1946176	1946176	One Check Processing Policy	Policy	Policy level charge for MassMutual for processing one check into multiple MassMutual boxes.	Policy level grouping incremental to One Check Processing.	One Check Processing
05011I	1411601	1411601	Open Envelopes (2-3 Sides)	Item	Service per envelope charge for slicing envelopes on 2 to 3 sides as opposed to just the top.	Laying envelopes flat	1.  Automated envelope opening with slice on 1 side 2.  Any sorting
	New	1924140	Partial Pay Processing W/Complex Sort		Require further information
050102	1924140	1924140	Partial Pay Single Processing	Item	Service per check for performing negotiability checks, payee verification for partial pays. Photocopy of check is not provided.	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Reporting, 5.  Single check received with single scannable document and amounts are not equal 6.  Auto capture of information on coupon	1.  Full pay singles, 2.  One check for multiple scannable documents, 3.  Stop files, 4.  Check onlys, 5.  Photocopies of checks, 6.  Wholesale lockbox processing 7.  Image capture
050310	1506828	1506828	Phone Notification	Call	Charge assessed when RemitStream manually calls the client and provides same day notification of total deposit information. Each lockbox included in the call is assessed the charge even if multiple lockboxes are reported in the same call.	1.  Phone call by RemitStream 2.  Reporting	1.  Lockbox processing 2.  Deposit Total inquiry by client 3.  Email deposit notifications
05013G	2007562	2007562	Photo - LBX-Client Services	Request?	Fee for request of photo of item processed or additional research requested.	1.  Photos 2.  Manual research	Lockbox Processing
95013G	2008349	2008349	Photo - LBX-Priority	Request?	Fee for priority request of photo of item processed or additional research requested.	Same as LBX Research but request made a priority	Lockbox Processing

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 8 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
850100	1436785	1436785	Photocopy Batched	Item	Daily charge for performing negotiability checks, payee verification, and check encoding for any item received without a scannable billing document. Photocopy of item is batched.	1.  8 point check inspection 2.  Review of processing instructions, 3.  Check encoding and endorsing, 4.  Photocopies batched 5.  Reporting	1.  Payments with coupons that have an OCR scanline that is scannable 75% of time or more 2.  Photocopies that are not batched 3.  Unbankables 4.  Prep of deposit 5.  Image capture
05011L	1437572	1437572	Photocopy Invoice or Papers	Document	Service for photocopy of invoice, accompanying correspondence.	1.  Photocopy of statements or letters written to clients 2.  Photos batched separately	1.  Lockbox processing 2.  Photocopies of checks, 3.  Photocopies of envelopes
950116	1445442	1445442	Post Check Amount	Item	Service per item for writing check amount on accompanying documents.	Separate document notation –Post Information charge. (subset of Document Notation -Post Information).	1.  Transfer of information from accompanying papers onto face of check. 2.  Other document notation services
	New	New	Post Special Customer Information		Require further information
950322	1467478	1467478	R.I.D. Detail Lines Reported	Lockbox	Service for facsimile to notify client of remitter name and dollar amount remitted per item.	Incremental to Automated Fax Service	1.  Lockbox processing 2.  Automated fax service 3.  Manual fax services
050322	1480070	1480070	Remitter I.D. Notification	Lockbox	Service for facsimile to notify client of remitter name and dollar amount remitted per deposit.	1.  Automated fax 2.  Automated Fax reporting	1.  Lockbox processing 2.  Automated fax per item 3.  Manual fax services
65013F	2150796	2150796	Return Item Log	Day	Fee for creating a manual log of all unbankables	1.  Non-automated reporting on exception items 2.  SmartBox Return Item Log	1.  Lockbox processing 2.  Unbankable decisioning 3.  Unbankable notificaitons
SBX	1783267	1783267	Rollover Checks	Item	Check level fee for transactions to be identified as rollovers.	Grouping for rollover transactions, such as transfers from a different IRA or different financial institution.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	1782480	1782480	Rollover Policies	Policy	Policy level fee for each policy identified as a rollover transaction.	Policy level grouping incremental to Rollover Checks.	Rollover Checks
750116	1509976	1509976	Sequential Numbering Envelopes	Item	Service per item for sequentially numbering papers/envelopes.	Separate document notation charge that applies only to writing number on remittance documents to indicate order received.	1.  Numbering items in any other order 2.  Circling amounts on docs 3.  Transferring information onto checks or writing check amounts on remittance docs
850111	1514698	1514698	Simple sort	Item	Service per item for sorting checks in a single group by color, remitter name, zip code, etc. or a 2 (two) group sort.	1.  Typical wholesale lockbox sorts 2.  Creation of batch headers	1.  Complex sorts 2.  Special processing of sorted items (highlighting, annotating, etc.)

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 9 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
SBX	2102002	2102002	Smartbox Processing – Checks	Item	Service per check for SmartBox processing, i.e. performing the various inspection points and sorting payments for processing.	1.  Sorting 2.  8 point check inspection 3.  Review of processing instructions 4.  Check encoding and endorsing 5.  Reporting	1.  Wholetail lockbox processing 2.  Check clearing and settlement 3.  Special processing (highlighting, annotating) 4.  Image capture 5.  Wholesale lockbox processing
050500	1339197	1339197	Special Notification Call	Call	As needed charge assessed when client is called per their instructions to provide a process/return decision for exception items or detailed remitter information.	Manual exception item decisioning per call.	1.  Online exceptions management, 2.  Automated unbankables decisioning 3.  Unbankables special Notifications on a per check basis 4.  Unbankables image capture
050510	1324244	1324244	Special Notification Check	Item	Per check charge for each check discussed with the client during the special notification call.	Incremental to Special Notification Call – per item fee.	1.  Online exceptions management, 2.  Automated unbankables decisioning 3.  Unbankables special Notification Call 4.  Unbankables image capture
05011J	1520207	1520207	Special Stapling	Item	Service per item for non-standard stapling procedure other than photo matched, photo batched, or imaging lockboxes.	Using paperclips instead of stapling, no stapling, or stapling 2 photocopies to the papers, etc.	Lockbox processing
950530		2254680	TP LBX Unbankable Exception Item	Item	Service per envelope (batch) for imaged unbankable items presented for online decisioning via Treasury Passport.	1.  Automated unbankables. 2.  Web-based decisioning of unbankable items. 3.  Viewing of images of potential unbankable items.	1.  Unbankable notification calls and checks discussed with client, 2.  unbankable returns, 3.  Image capture of automated unbankable items
050530	2172045	2172045	Unbankables	Item	Service per item for unbankable items returned to customer.	1.  Return of unbankables to customer. 2.  Incremental to per check and per call notification re. unbankables 3.  Incremental to LBX Unbankable Exception Item	1.  Unbankable Exception Item (online exceptions management/automated unbankables decisioning) 2.  Unbankable Special Notification Call and Per check for unbankables
050303	1557983	1557983	Walk-In deposits	Envelope	Charge for the handling of mail received outside of the U.S. Postal stream (I.e. Federal Express, Messenger). This charge is in addition to the deposit charges above.	1.  Priority handling of payments delivered by Fed Ex or other messenger. 2.  Items processed day this mail received.	1.  All other remittances, 2.  Lockbox processing 3.  Sorting
		1930436	Wholetail Sort and Balance	Item	Require further information
SBX	2019367	2019367	Within One Month Check	Item	Check level charge for processing a payment that is within one month of the billing date.	Grouping for checks that is within a month of the billing date — within a month before and within a month after.	1.  Other groupings — can only be in one grouping but groupings chosen hierarchically by customer, 2.  Transmissions, 3.  Lockbox processing
SBX	2020154	2020154	Within One Month Policy	Policy	Policy level charge for processing a payment that is within one month of the billing date. Each policy within the transaction receives the fee.	Policy level grouping incremental to Within One Month Check.	Within One Month Check

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 10 of 11

Exhibit 3.1B

Designated Lockbox Services

AFP Number	SID –         Exhibit	SID –         Raw Data	Service Name	Unit	Service Description *	Service Includes	Service Excludes
Other Services
			Mail Processing
			Disaster Recovery Services
			Postage
			CMMA / Northern Processing
059999	NA	NA	SAS70 Report	Bank	Annual charge for receiving documented results of Fiserv SAS70 Type II audit
Adjustments
			OCR Keystroke Correction	Keystroke
*  Note: Northern Trust and Fiserv mutually agree to reconcile the service level descriptions outlined in Exhibits 3.1A and 3.1B to the to be revised billing service codes agreed to in Exhibits 14.1A and 14.1B. This will be completed by December 31, 2008.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 11 of 11

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

Project / Service		New         Serv	Definition	Included	Excluded	Delivery Date	Northern Trust Requirements	Rights (1)	Penalty (2)
Accept incoming X9.37 image files	IP	Yes	Generally Available -Have the ability to receive X9.37 files in lieu of paper presentments. The incoming transit X9.37 files will be received such that the MICR data will be processed through the Fiserv Item Processing System. Selectively Available as mutually agreed upon	•    Receipt of the ICL •    IQA to check the quality and usability of the file •    Process the ICL at the individual item level	•    Paper outgoing •    Returns •    IRDs	03/31/09 1-02-08	Readiness of Northern Trust Surveillance system by 01/31/09
Outbound X9.37 image files	IP	Yes	Generally Available -Have the ability to send X9.37 files in lieu of paper. Images will be sent in Image Cash Letters (ICL). Selectively Available as mutually agreed upon.	•    IQA •    Creation of the X9.37 files for Image Cash Letters •    Transmission of the ICL •    Clearing fees associated with the ICL	•    Paper  presentment •    Returns •    IRDs	03/31/09 1-02-08
Originate returns from image archive	IP	Yes	When Northern Trust drawn items are returned for any reason, the image will be sent in lieu of the paper. The image will carry the appropriate information for out-going return processing	Processing of the return electronically	Physical paper return item processing	10/31/08
Exception processing – DSS TRIPS, DSV, CSV	IP	Exception – No DSV – Yes	There are two definitions for this processing 1.  DSS Exceptions provides a single exception processing tool for Fiserv and potentially Northern Trust. Images and data (exceptions with reason codes) will be ingested into the system and processed in lieu of paper. 2.  DSV / CSV is digital signature verification and check stock verification	For DSV, it is the paying of checks similar to current paper process (Back office).	Exceptions •    Return item processing •    Other exception processing that is in the Designated Service exhibit •    Online viewing •    Retention DSV •    Integrating Northern Trust electronic signature cards into the system •    Front counter (branch) verification	1.     Except 05/31/08 2.     DSV /CSV 09/31/08	•    Full Northern Trust resource requirement for input and development of proper interfaces by 01/02/08 •    Agreed DSV / CSV Service Agreement by 04/01/08
Data line correction and mismatch detection and correction	IP	No	Data line correction and it will provide the ability to provide updated information to the image archive. If the incorrect codeline is attached (indexed) to an image, this service will allow the corrected record including codeline to be added to the image archive	Ability to accept a correct codeline file from Northern Trust and potentially internally at Fiserv	Image capture	04/30/08	•    Ability to send the corrected file by 12/15/07
CD / DVD Output	IP	Yes	Ability to provide DVD as another image delivery option and expand the CD and DVD products to include encryption	128-bit encryption capabilities	Postage or delivery costs	Encrypted CD 01/31/08 DVD Capability 04/30/08

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 6

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

Project / Service		New         Serv	Definition	Included	Excluded	Delivery Date	Northern Trust Requirements	Rights (1)	Penalty (2)
7-Year Image archive	Lockbox	Yes	The 7-Year Image Archive is a new multi-year image archive product / service that retains check and remittance document images for work processed from 90 days through seven years previously. The 90-day archive is the standard product. The service will be offered in increments of one year. Tiers will define the storage requirement.	•    Up to 7 year storage of images •    API for Treasury Passport	•    Storage of Business Logic •    Work processed 8 years or more in the past •    Healthcare Lockbox images •    Retrievals outside the Northern Trust tools and API •    Image Delivery other than Treasury Passport delivery •    Special requests for bulk image ingestion or delivery •    Image Capture	02/28/08
Encrypted CD / DVD Output	Lockbox	Yes	DVDs and CD-ROMs are Image Lockbox output options. Check and remittance document images are available on DVDs or on CD-ROMs daily, weekly, or monthly. The products include a standalone viewable CD or DVD and encryption of the entire contents of the disc.	•    DVD Capable •    Images must be in TIF or JPG file formats. •    Custom labels. •    Image Viewer burnt onto CD or DVD. •    Print and search capability	•    A cumulative index •    Postage or delivery cost •    Duplicate CD/DVD creation •    Able to burn ad hoc jobs based on any variation of criteria.	Encrypted CD 01/31/08 DVD Capability 04/30/08

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 2 of 6

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

Project / Service		New         Serv	Definition	Included	Excluded	Delivery Date	Northern Trust Requirements	Rights (1)	Penalty (2)
Healthcare – EOB data capture	Lockbox	Yes – multiple services	Healthcare Lockbox is a new, comprehensive revenue cycle and health data information management services line/category, focused on automating payment services, for healthcare providers and payers that are customers of RemitStream Solutions’ financial institution clients. The following new services: 1.  Automated EOBs 2.  Automated EOBs with Patient Pays – 3.  Balanced, Consolidated 835 transmissions 4.  Secondary billing 5.  Exceptions Management 6.  Denials Management 7.  Image Capture 8.  Image Delivery; transmission, CD-ROM, or other mechanisms 9.  Data Transmission 10. Sending 835 file to healthcare provider Correspondence processing Implementation The services above is not an inclusive list of services and additional services may be defined upon further requirements.	•    Provided from existing processing sites – Chicago, Walnut, Miami •    Processing payments from health plans and patient pays •    Private-labeling of the Fiserv’s provider online functionality	•    Revisions to the service offering that result in RemitStream becoming a covered entity under HIPAA •    Required Hardware •    In-house (within RemitStream) extraction of the EOB data and creation of an 835 •    Online searches by more than the standard six fields •    Full integration with Treasury Passport •    Single sign-on from Treasury Passport •    Lockbox On-line is a component of these set of services •    Connectivity between the Northern Trust customer and Fiserv’s partner •    Internet access ISP services	04/30/08	•    Provide a pilot customer by 11/01/07 •    Agreed set of services for pilot customer 01/31/08 •    Hyperlink from Treasury Passport to RMS by 04/01/08

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 3 of 6

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

Project / Service		New         Serv	Definition	Included	Excluded	Delivery Date	Northern Trust Requirements	Rights (1)	Penalty (2)
Application of credit card payments to client preferred merchant vendor	Lockbox	No	The service will expand the current number of providers that Credit Card payments can be used. The list of Credit Card processor will be a joint list mutually agreed between Fiserv and Northern Trust	Current provider is Paymentech	Credit Card processors that are not on the list and not qualified by Fiserv	02/28/08 for first Credit Card Processor The list of subsequent credit card processors and the related implementation dates to be mutually agreed upon
Upgrade of the DMP Platform to version 4.07.03	Lockbox	As noted in the definition	The upgrade will allow Fiserv to get to the next supported level and it builds the foundation of potential new services (which are stated in this schedule) The upgrade will include the base functionality of the platform and the integration to expand the functionality in capability and product. These include: •    Up-front imaging •    Stop file capabilities •    ICR •    Satellite capture of wholesale lockbox items •    Create X9.37 •    Remote Deposit capture Once completed, the following new features will be included as new services in the Designated Lockbox services. 1.     Stop file capabilities 2.     Create X9.37 3.     Remote Deposit capture	Hardware and software purchases, report modification and testing. All costs related to the customization required that are unique to Northern Trust, shall be borne by Fiserv.	•    New services that are defined in this schedule •    The DR site will not be included in this project. However, modification to the DR site will be necessary and should be addressed during the next DR site visit.	•     Up-front imaging 09/30/08 •    Stop file 06/30/08 •    ICR 07/31/08 •    Satellite capture WHLBX 06/30/08 •     Create X9.37 05/31/08 •    Remote Deposit capture 07/31/08	•    RDC Pilot client by 05/01/08
Multi-Bank depositing to any Northern Trust DDA account	Lockbox	No	Ability to send a Lockbox deposit file to the Northern Trust Core Processor			Complete
Clearing items via X9.37	Lockbox	Yes	Reference Project “Upgrade of the DMP Platform to version 4.07.03”			Reference above

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 4 of 6

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

Project / Service		New         Serv	Definition	Included	Excluded	Delivery Date	Northern Trust Requirements	Rights (1)	Penalty (2)
Electronic bill presentment and payment capabilities	Lockbox	Yes	Ability for Northern Trust Lockbox clients to accept their payments through the following vehicles: •   Telephone •   Internet – on-line bill pay			09/30/08
ICR assisted keying	Lockbox	No	Reference Project “Upgrade of the DMP Platform to version 4.07.03”			Reference above
Remote deposit capture, using one piece of scanning equipment installed at the client site	Lockbox	Yes	This service provides the capability to have Northern Trust clients make Remote deposit capture for Wholesale Lockbox. This product will allow customers to scan payments at their location (walk-ins to the corporate office) and send images to RemitStream for inclusion with the other payments received at their lockboxes. Further definition will be need to be mutually agreed upon between Fiserv and Northern Trust.	The product requires one scanner for wholesale lockbox RDC		Reference above
Upfront imaging workflow	Lockbox	No	Reference Project “Upgrade of the DMP Platform to version 4.07.03”			Reference above
Locations	Lockbox		Establish Lockbox network sites in the following locations by the indicated dates: •    Atlanta - September 30, 2008 •    Dallas – June 30, 2009 •    Mutually Agreed Upon 3rd Site – June 30, 2010 •    Mutually Agreed Upon 4th Site – June 30, 2011			•    Atlanta – 09/30/08 •    Dallas – 06/30/09 •    Mutually Agreed Upon 3rd Site – 06/30/10 •    Mutually Agreed Upon 4th Site – 06/30/11

Note 1: The delivery of the above projects / services within the timeframes are material obligations and therefore subject to Section 19.2 of the agreement.

Note 2: Failure to meet the requirements specified by the delivery dates result in the following penalties:

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 5 of 6

Exhibit 3.2

Letter of Intent Projects – Payment Services and Lockbox Services

• Any items scheduled to be delivered in 2008, must be delivered by December 31, 2008. If any items scheduled for delivery in 2008 are not delivered in 2008 then there will be no COLA increase applied to any Fees in 2009.

• All 2008 items not delivered in 2008, must be delivered by June 30,2009. If any of the 2008 items, are delayed for delivery until June 30, 2009, and are not delivered by that date then no COLA increase will be applied to any Fees in 2010 .

• Any items to be delivered in 2009, must be delivered by December 31, 2009. If any items scheduled for delivery in 2009 are not delivered in 2009 then there will be no COLA increase applied to any Fees in the next available year. (For example, if 2008 items are missed in 2009 then 2009 would be fall to 2011.)

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 6 of 6

Exhibit 14.1A

Designated Item Processing Fees

		TOTAL May 2006 to April 2007		Contract Pricing				Revised Total     Bill*
		Actual Volume	Actual Bill*	Actual Volume	Projected Bill*	Avg. Price*	Unit Price*
ITEM PROCESSING
Standard Transit =< 750,000 per month
1	Standard Transit - Chicago City	2,379,631		2,379,631
2	Standard Transit - Chicago RCPC	2,796,427		2,796,427
3	Standard Transit - CORR DF	2,009,768		2,009,768
4	Standard Transit - Other Fed	8,786,543		8,786,543
5	Standard Transit - On-Us - *	67,916		67,916
Major Transit = > than 750,000 items
6	Major Transit - Chicago City	4,533,594		4,533,594
7	Major Transit - Chicago RCPC	6,672,295		6,672,295
8	Major Transit - CORR DF	833,121		833,121
9	Major Transit - Other Fed	628,245		628,245
10	Major Transit - On-Us	161,539		161,539
Lockbox Transit
11	Lockbox - Chicago City	934,376		934,376
12	Lockbox - Chicago RCPC	1,599,817		1,599,817
13	Lockbox - CORR DF	2,442,773		2,442,773
14	Lockbox - Other Fed	10,451,013		10,451,013
15	Lockbox - On-Us	97,732		97,732
16	Transit Rejects	2,352		448,387
	Transit Reject Rate - **
Non Transit Clearing
17	Controlled Disbursement - Capture	66,827,299		66,827,299
18	On-us Inclearings - Capture/Except Pull	12,142,154		12,142,154
19	CD and Onus - Rejects	12		2,203,248
	CD and Onus Reject Rate - **
20	Statement Sort	12,038,305		12,038,305
21	Fine Sort-HUL***	79,772,381		79,772,381
22
23	Cashletter Correction	1,638		1,638
24	Encoding - Line & G/L & Corp	8,839,037		8,839,037
25	Encoding - Correction	6,066		6,066
26
RETURNS
27	Chargeback Standard	98,329		98,329
28
29	Redeposit Standard	69,543		69,543
30		0		0
31	Outgoing	96,679		96,679
DEPOSIT ACCOUNT SERVICES
32	Daily Exceptions	120,426		120,426
33	Stop Exceptions	29,559		29,559
34	ARX Warns	192,941		192,941
35	ARX Rejects	128,279		128,279
36	Overdraft decision resulting in return	13,778		13,778

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 1 of 4

Exhibit 14.1A

Designated Item Processing Fees

		TOTAL May 2006 to April 2007		Contract Pricing				Revised Total     Bill*
		Actual Volume	Actual Bill*	Actual Volume	Projected Bill*	Avg. Price*	Unit Price*
37	Client Based Positive Pay Exceptions	4,891		4,891
38	Manual Adds and Deletes	10,299		10,299
39	Process Stop Calls	40,916		40,916
40	Standard PE Enquiry	5,973		5,973
41	AT&T PE	12		12
42	Prepare Automated Statement	235,444		235,444
43	Prepare Manual CBIS/Putnam Stmt	44,606		44,606
44	Prepare Manual Statement	251,024		251,024
45	Check Retention Boxes	21,102		21,102
46
47
48
49	Recon ARX Partial	24,777		24,777
50	Recon ARX Full	13,595		13,595
51	Check Filing	79,967,400		79,967,400
52	Check Paying-DPS/ARX Fraud	1,786,455		1,786,455
53	Check Paying - RAS/GECC/CMMA Fraud	291,113		291,113
54	Collections On-Us	1,248		1,248
55	Collections Not On-Us	1,169		1,169
56	International Cashletter	32,547		32,547
INVESTIGATIONS
57	Process High Speed Photo	54,969		54,969
58	Process Low Speed Photo	82,081		82,081
59	Process Adjustment	131,183,388		131,183,388
YET TO BE DETERMINED ADJUSTMENT
60	Unknown	(12)		12
NEW SERVICES
61	CD-Rom-Creation-Items<2,500,000	30,000,000		30,000,000
62	CD-Rom-Creation-Items>2,500,000	10,639,430		10,639,430
63	CD-Rom-Copies	2,045		2,045
64	Microfilm Index	12,783		12,783
65	Putnam Image Statements-Postage	12		12
66	Seven Year Archive-All Other	176,910,359		176,910,359
67	Archive Retrieval <120 days	272,676		272,676
68	Seven Year Archive-Conversion Fee	5,584,614		5,584,614
69	Image Capture	155,610,966		155,610,966
70	Major Transit-AT&T < 5 million	1,930,674		1,930,674
71	Services Rendered in Walnut, Cal.	12		12
72	Payee Verification-Interrogration	4,766,934		4,766,934
73	Payee Verification Warns	59,089		59,089
74	Discount on Maj. Tran. AT&T	(1,930,674)		(1,930,674)
75	CD-Rom-Benefit Payment	199,692		199,692
76	Putnam Image Automated Statement	41,626		41,626
77	Putnam Image Manual Statement	68		68
78	CD-Rom-Lockbox-Documents<100,000	1,200,000		1,200,000

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 2 of 4

Exhibit 14.1A

Designated Item Processing Fees

		TOTAL May 2006 to April 2007		Contract Pricing
		Actual Volume	Actual Bill*	Actual Volume	Projected Bill*	Avg. Price*	Unit Price*	Revised Total     Bill*
79	CD-Rom-Lockbox-Documents>100,000	5,435,232		5,435,232
80	CD-Rom-Lockbox-Checks<100,000	1,200,000		1,200,000
81	CD-Rom-Lockbox-Checks>100,000	2,860,108		2,860,108
81	CD-Rom-Lockbox-Copies	965		965
83	Disaster Recovery Site	12		12
84	Dominicks-Encoding	1,083,386		1,083,386
85	Dominicks-Corrections	960		960
86	Cola Credit	(12)		(12)
87	Small Business Report	12		12
88	Payee Verification-DR <100,000	1,200,000		1,200,000
89	Payee Verification-DR >100,000	3,566,934		3,566,934
90	Merchant Capture-Chicago City	27,063		27,063
91	Merchant Capture-RCPC	24,404		24,404
92	Merchant Capture-Correspondent	13,160		13,160
93	Merchant Capture-Fed	42,869		42,869
94	Merchant Capture-On Us	3,546		3,546
95	Image Statement Composition	4,243,806		4,243,806
96	AT&T- Transit-Chicago City	2,649,054		2,649,054
97	AT&T-Transit-RCPC	2,467,653		2,467,653
98	AT&T-Transit-Corr	8,420,579		8,420,579
99	AT&T-Transit-Fed	7,818,064		7,818,064
100	Process Adjustment-AT&T Incremental Vol	15,576,778		15,576,778

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Line item 75 - Moved to Lockbox Billing File

Line item 78 - Moved to Lockbox Billing File

Line item 79 - Moved to Lockbox Billing File

Line item 80 - Moved to Lockbox Billing File

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 3 of 4

Exhibit 14.1A

Designated Item Processing Fees

TOTAL May 2006 to April 2007		Contract Pricing
Actual Volume	Actual Bill*	Actual Volume	Projected Bill*	Avg. Price*	Unit Price*	Revised Total     Bill*
Line item 81 - Moved to Lockbox Billing File
Line item 82 - Moved to Lockbox Billing Fil

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Note:

Northern Trust and Fiserv mutually agree to reconcile the Fiserv billing files to the Northern Trust SID level.

The allocation to the SID level will reconcile to the total costs agreed upon in Exhibits 14.1A and 14.1B.

This will be completed by June 30, 2008.

Execution Copy: October 26, 2007

Initials: Fiserv                 Northern Trust                 

Page 4 of 4

Exhibit 14.1B

Designated Lockbox Service Fees

		Totals (Actual May 2006 to April 2007)			New Contract Pricing
SID	SID DESCRIPTION	Total Vol.	Total Cost*	Unit Price*	Total Vol.	Revised Total Bill*	Unit Price*
	ACCT. # CAPTURE - AS BILLED	19,048			19,048
	ACH REPRT SCANNING FEE	3			3
1946963	ADD A POLICY	6,354			6,354
2117742	ALLOCATION FUND	1,773			1,773
2118529	ALLOCATIONS CHECK	838			838
2117742	ALLOCATIONS FUND	952			952
1700632	AS BILLED CHECKS	217,780			217,780
1702993	AS BILLED POLICY RECORDS	863,160			863,160
1730538	AUTOMATED LOCKBOX SERVICES	94,788			94,788
2121677	CASH EQUIVALENCY CHECK	2,492			2,492
2120890	CASH EQUIVALENCY POLICY	6,111			6,111
2192507	CD ROM CHECKS	3,135,832			3,135,832
2192507	CD ROM DOCUMENTS	4,571,477			4 ,571,477
2201951	CD ROM MONTHLY FEE	5,579			5,579
	CD-Rom-Benefit Payment				199,692
	CD-Rom-Lockbox-Documents<100,000				1 ,200,000
	CD-Rom-Lockbox-Documents>100,000				5 ,435,232
	CD-Rom-Lockbox-Checks<100,000				1 ,200,000
	CD-Rom-Lockbox-Checks>100,000				2,860,108
	CD-Rom-Lockbox-Copies (Duplicated)				965
1948537	CHANGE DOLLAR AMOUNT	261,227			261,227
2104363	CHANGES CHECK	885			885
2105150	CHANGES POLICY	54,037			54,037
1438359	CHECK ONLY W/COMPLEX SORT	4,456			4,456
2179915	CHECKS IMAGED	5,366,923			5,366,923
1134577	CIRCLE AMOUNT AND OTHER INFO.	110,053			110,053
1151104	COMPLEX SORT	1,605,143			1,605,143
2148061	CORRESPONDENCE CHECK	1,534			1,534
2146074	CORRESPONDENCE POLICY	8,224			8,224
2180702	COUPONS IMAGED	346,587			346,587
1940667	CREATE A BILL CHECK	4,398			4,398
1943815	CREATE A BILL POLICY	6,643			6,643
1702206	CUSTOMER GEN CHECKS	62,012			62,012
	CUSTOMER GEN W/FAX POLICIES	18			18
1704567	CUSTOMER GENERATED POLICY RECORD	977,757			977,757
1184945	DATA CONSOLIDATION/BANK	48			48
1185732	DATA CONSOLIDATION/MTHLY MAINT.	589			589
1186519	DATA TRANS. MONTHLY MAINTENANCE	8,032			8,032

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 4

Exhibit 14.1B

Designated Lockbox Service Fees

		Totals (Actual May 2006 to April 2007)			New Contract Pricing
SID	SID DESCRIPTION	Total Vol.	Total Cost*	Unit Price*	Total Vol.	Revised Total Bill*	Unit Price*
1190454	DATA TRANSMISSION FILE	47,085			47,085
1188880	DATA TRANSMISSION/RECORD	5,651,685			5,651,685
1192028	DATE STAMPING	24			24
1947750	DELETE A POLICY	409,230			409,230
1944602	DEPOSIT OOB BILL POLICY	100,446			100,446
1751000	DEPOSIT OOB CHECKS	4,878			4,878
1944544	DO NOT DEPOSIT CHECKS	5,040			5,040
1945389	DO NOT DEPOSIT POLICY	9,376			9,376
	DOCUMENT IMAGE SCAN/INDEX	11,604,759			11,604,759
2202738	DUPLICATE CD ROM (Client Consolidated)	7,968			7,968
1247905	ENVELOPE PHOTOCOPY	225			225
	EXTRA ACCOUNT BATCH LISTING	10,151			10,151
1259710	EXTRA DEPOSIT NOTIFICATION	18,591			18,591
1262071	EXTRA PHOTOCOPY	112,781			112,781
	FAX	11			11
2151583	FAX REPORTS	9,121			9,121
	FISERV ONLINE MAINTENANCE	563			563
	FULL PAY PROC W/COMPLEX SORT	18,049			18,049
1923353	FULL PAY SINGLE PROCESSING	1,157,822			1,157,822
	IMAGE MAINTENANCE	240			240
	IMAGE TRANSMISSION	743			743
1706141	INTERACTIVE DATABASE	10,432,109			10,432,109
1306143	INVOICE BALANCING	1,024,378			1,024,378
1315587	KEYSTROKE CHARGE	250,987,641			250,987,641
1613073	LBX CHECK RECEIPT VERIFICATION	1,130			1,130
2018580	LOAN CHECKS	1,083			1,083
2017793	LOAN POLICIES	1,317			1,317
1969786	LOCKBOX CREDIT CARD PROCESSING	21,237			21,237
1333688	LOCKBOX DEPOSITS	552,810			552,810
1336049	LOCKBOX ITEMS DEPOSITED	15,265,811			15,265,811
1336836	LOCKBOX MONTHLY MAINTENANCE	19,448			19,448
1847014	LOCKBOX PHOTOCOPY-WHOLETAIL	215,400			215,400
1433386	LOCKBOX PROCESSING	13,692,099			13,692,099
	LOCKBOX PHOTOCOPY	10,953,679			10,953,679
	LOCKBOX RENTAL	411			411
	LOCKBOX SERVICES	94,881			94,881
1612286	LOCKBOX TOTAL INQUIRY	301			301
1344706	MAIL FORWARDING FEE	181			181
1345493	MAIL FORWARDING MAINTENANCE	10			10
1352576	MICR CAPTURE	7,606,812			7,606,812

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 2 of 4

Exhibit 14.1B

Designated Lockbox Service Fees

		Totals (Actual May 2006 to April 2007)			New Contract Pricing
SID	SID DESCRIPTION	Total Vol.	Total Cost*	Unit Price*	Total Vol.	Revised Total Bill*	Unit Price*
	MULT ITEM PROC W/COMPLEX SORT	523			523
1924927	MULTIPLE ITEM PROCESSING	164,398			164,398
1391926	NO CHECK ENCLOSED ITEMS	1,091,518			1,091,518
1980804	NO ITEM ENCLOSED - MONTHLY FEE	12			12
2173619	NON LOCKBOX MAIL RECEIVED	771			771
1701419	NOT AS BILLED CHECKS	47,663			47,663
1702993	NOT AS BILLED POLICY RECORDS	433,647			433,647
1942241	ONE CHECK PROCESSING	21,588			21,588
1946176	ONE CHECK PROCESSING POLICY	327,733			327,733
1411601	OPEN ENVELOPES(2-3 SIDES)	7,243			7,243
	PARTIAL PAY PROC W/COMPLEX SORT	4,350			4,350
1924140	PARTIAL PAY SINGLE PROCESSING	347,299			347,299
1506828	PHONE NOTIFICATION	7,480			7,480
2007562	PHOTO - LBX-CLIENT SERVICES	775			775
2008349	PHOTO - LBX-PRIORITY	57			57
1436785	PHOTOCOPY BATCHED	1,390			1,390
1437572	PHOTOCOPY INVOICE OR PAPERS	11,896			11,896
1445442	POST CHECK AMOUNT	9,368			9,368
	POST SPECIAL CUSTOMER INFOR.	2			2
1467478	R.I.D. DETAIL LINES REPORTED	63,189			63,189
1480070	REMITTER I.D. NOTIFICATION	8,147			8,147
2150796	RETURN ITEM LOG	1,610			1,610
1783267	ROLLOVER CHECKS	213			213
1782480	ROLLOVER POLICIES	351			351
1509976	SEQUENTIAL NUMBERING ENVELOPES	55,810			55,810
1514698	SIMPLE SORT	1,070,337			1,070,337
2102002	SMARTBOX PROCESSING – CHECKS	41,876			41,876
1339197	SPECIAL NOTIFICATION CALL	1,959			1,959
1324244	SPECIAL NOTIFICATION CHECK	14,493			1 4,493
1520207	SPECIAL STAPLING	262,628			262,628
	TP LBX UNBANKABLE EXCEPTION ITEM	15,248			15,248
2172045	UNBANKABLES	71,224			71,224
1557983	WALK IN DEPOSITS	221,717			221,717
	WHOLETAIL SORT AND BALANCE	162,037			162,037
2019367	WITHIN ONE MONTH CHECK	58			58
2020154	WITHIN ONE MONTH POLICY	409			409
	Grand Total

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 3 of 4

Exhibit 14.1B

Designated Lockbox Service Fees

		Totals (Actual May 2006 to April 2007)			New Contract Pricing
SID	SID DESCRIPTION	Total Vol.	Total Cost*	Unit Price*	Total Vol.	Revised Total Bill*	Unit Price*
	Other Services -
	Mail processing
	Disaster Recovery Services
	Postage
	CMMA / Northern Processing
	SAS 70
	Staff Awards
	TOTAL OTHER SERVICES
	Adjustments
	Revenue unbilled on Analysis system*
	MICR Capture
	OCR Keystroke Correction
	Checks Imaged
	Image Transmission
	Coupons Imaged
	Credit Float SLA est.
	Credit for GE Issue
	Year End Celebration
	Total Adjustments
	Total Charges

Note:

Northern Trust and Fiserv mutually agree to reconcile the Fiserv billing files to the Northern Trust SID level.

The allocation to the SID level will reconcile to the revised total bill agreed upon in Exhibits 14.1A and 14.1B by December 31, 2007.

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 4 of 4

Addendum A to Exhibits 14.1A and 14.1B

Service Definitions and Fees

Service Name and Description	Classification*	Hourly Rate*
Customization Unique to the requirements of Northern Trust or a Northern Trust client that are not supported by the base application, or by configuration choices. Any activity could be customized if the specific activity is outside of standard activity, including and testing. Examples of this are customized development, new data feeds required, interfaces (new or existing) customized installation, customized testing and customized business analysis. Northern Trust sign off will be required in the case of all customization prior to work being performed.
Technical General Operations – Activities that include maintenance activities, firecall activities, network support, and communications support, etc. around supported applications
Standard product enhancement – Product enhancements that come as standard offerings from the software vendor and deemed appropriate for the business or those developed by Fiserv as part of the standard offerings. Property management, major infrastructure upgrades are examples of this type of activity.
Current Customization Customization in place when the original contract (check 1998 contract and remittance 2001 contract) was signed and operations were assumed by Fiserv or those put in place at the request of Northern Trust to support a special need of the Bank and or a bank client.
Removal of Current Customization Activities Fiserv engages in at the request of Northern Trust to remove customized for the purpose of limiting the output to the standard provided by the vendor software (i.e. standard output files for the DMP or IPS platforms). These activities must be mutually agreed to before work is accomplished.
Retirement/Refresh of Customized Legacy Applications Activities required to retire/refresh customized applications for Northern Trust to insure future supportability. This could include Moving/Upgrading/Modernizing applications. The current applications that are on this list are Smartbox and TCI. These activities must be mutually agreed to before work is accomplished.

* Information and amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 3

Addendum A to Exhibits 14.1A and 14.1B

Service Definitions and Fees

Service Name and Description	Classification*	Hourly Rate*
Development Activities directly related to code development/specialized setting requirements such as sort patterns in IPS. Examples of this are Technical Documentation, writing code, and unit testing.
Installation Activities required moving new code into production or new hardware into production. Examples of this are change management, user training, and documentation of new process/procedures.
Testing Activities required to validate developed code, interfaces and upgrades. Examples of this would be test script generation, user acceptance testing, test result documentation.
Help Desk Activities dedicated to supporting the business units technology questions or problems.
On-Going support Activities required supporting maintenance of current supported applications.
Project Management Activities required managing all tasks as outlined in the Fiserv – Northern Trust Quality Gate Deliverables checklist V2.0. Examples would be management meetings, drafting charter, providing status.
Business Analysis Activities required understanding and documenting the business requirements needed to implement the project outlined in the Project Request Form/Statement of Work.
Project Request Form (PRF) The initial request given to Fiserv by Northern Trust that outlines and defines work requested. This could include a designated service, new service, customized services, customized product offering or the customization of current product offerings.
Statement of Work (SOW) A Fiserv produced document that responds to the PRF. It is intended to create understanding and definition of work required. It will include an E0 estimate of the project.
Project Change Control Request (PCCR) A document jointly developed that defines any changes to a Service Name and Description Classification Hourly Rate projects scope or requirements that re-defines the work effort. This document will include a refined estimate of the project.

* Information and amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 2 of 3

Addendum A to Exhibits 14.1A and 14.1B

Service Definitions and Fees

Service Name and Description	Classification*	Hourly Rate*
Technology Project Estimate (TPE) An estimate for all customized work effort provided by Fiserv to Northern Trust. This estimate may or may not include the ongoing service cost to turn this into a designated service (May be provided separately). The estimate will be broken down in to the following five (5) basic categories; 1) Project Management, 2) Development, 3) Testing, 4) Installation, and 5) Materials(if circumstances require). The Estimate will receive three refinements as the project management process proceeds they are as follows: •        E0 – Initial high level estimate +/- 50% •        E1 – Second refined estimate +/- 25% •        E2 – Final refined estimate +/- 10% Northern Trust will have the option on all estimates to choose the following types of estimate: Time and Material Estimate – Northern Trust will be charged for each hour of effort worked and materials needed to complete the project. Fixed Bid Estimate – Northern Trust will be charged the fixed amount of the estimate provided no more no less. Fiserv activity.
Satellite Site Minimum activities that the satellite site should have the ability to perform: •        Batch Logon •        Front-end capture of checks, correspondence •        Image Quality Assessment •        Key from image, MICR correction and data entry •        Capture repair must be done in the satellite site •        MICR correction

* Information and amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 3 of 3

Addendum B to Exhibits 14.1A and 14.1B

Addendum to Fees

Minimum Payments

Item Processing, Lockbox Processing (including SmartBox)

The following minimum payments schedule will apply. The actual quarterly per item fees billed by Fiserv and paid by Northern Trust will be annualized and compared against the threshold outlined below. If there is a deficit, Northern Trust will be charged the difference of the threshold and the actual fees billed.

Year	2008*	2009*	2010*	2011*	2012*	2013*
Minimum Payment

* Amounts in these columns have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 1

Exhibit 20.1

Termination for Convenience

Purpose:

The column below entitled “Termination Fee” represents the gross Termination Fee at the beginning of each Contract Year. To calculate the actual Termination Fee payable, the amount listed below needs to be interpolated to the actual Termination Date between the Contract Years Termination listed and then a prevent value calculation to end of Term using the (then) current applicable published Federal Funds rate as the discount rate needs to be done. An example is detailed below:

Contract Year	Termination Fee*
1
2
3
4
5
6

Example

Assumptions:*

1.

2.

3.

Calculations:*

1.

2.

3.

4.

5.

6.

* Information and amounts under these captions have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.

Execution Copy: October 26, 2007

Initials: Fiserv                  Northern Trust                 

Page 1 of 1

EX-10.(XXIX)

Exhibit 10(xxix)

NORTHERN TRUST CORPORATION SEVERANCE PLAN

(As Amended and Restated effective January 1, 2008)

The Northern Trust Corporation Severance Plan was adopted on April 30, 2002, effective as of March 1, 2002, and has been amended on several occasions since that date. Northern Trust Corporation now hereby further amends and restates the Northern Trust Corporation Severance Plan generally effective January 1, 2008 (with such other effective dates as are noted herein), as a result of various changes in applicable law, including, the American Jobs Creation Act of 2004, and to make certain other changes.

ARTICLE I

Purpose

The purpose of the Northern Trust Corporation Severance Plan (“Plan”) is to provide severance payments to certain Employees in the event their employment is terminated by their Employer in specified circumstances such as job eliminations, reductions in force and similar situations described in this Plan.

ARTICLE II

Definitions

2.1 “Administrator” means the Corporation or such person(s) or committee(s) designated by the Corporation. The Administrator shall be the “plan administrator” and the “named fiduciary” of the Plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

2.2 “Base Pay” means: (i) (A) for a salaried Employee, that Employee’s weekly base salary as determined from the personnel records of an Employer at Termination and (B) for an Employee who is paid on an hourly basis, that Employee’s hourly rate of pay multiplied by the number of hours the Employee is schedule to work during a week, as determined from the personnel records of the Employer at Termination, plus (ii) for any Employee, that Employee’s scheduled weekly shift differential, if any, as determined from the personnel records of the Employer at Termination. In all instances, Base Pay excludes overtime, commissions, bonuses, reimbursements, pay for time worked in excess of hours scheduled and all other forms of compensation.

2.3 “Committee” means the Employee Benefit Administrative Committee of the Company, as constituted from time to time.

2.4 “Company” means The Northern Trust Company, an Illinois state bank, and its successors and assigns.

2.5 “Corporation” means Northern Trust Corporation, a Delaware corporation, and its successors and assigns.

2.6 “Eligible Employee” means an Employee who is determined by the Administrator to be entitled to Severance Benefits under the Plan, subject to Section 4.4.

2.7 “Employee” means an individual employed in the service of an Employer as a regular full-time or part-time common-law employee (i) on the active payroll; (ii) on a leave of absence with a reemployment guarantee; or (iii) receiving disability benefits. An Employee does not include individuals in jobs classified by an Employer as “temporary” or “limited post” positions or any other individual in the temporary employ of an Employer. No individual will be considered an Employee nor will such individual be otherwise eligible to receive benefits under the Plan during any period in which such individual is providing services to an Employer under a contract, arrangement, or understanding with such individual, or with an agency or leasing organization that treats the individual as either an independent contractor or an employee of such agency or leasing organization, even if such individual is later determined (by judicial action or otherwise) to have been a common law employee of an Employer rather than an independent contractor or an employee of such agency or leasing organization.

2.8 “Employer” means the Corporation and its U.S. affiliates, including the Company. The term “affiliate” means any corporation which is a member of the same controlled group of corporations as the Corporation under section 1563(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or an unincorporated trade or business under Section 414(c) of the Code.

2.9 “Severance Benefits” means the benefits described in the Severance Schedule to the Plan to which an Eligible Employee may be entitled under the provisions of the Plan.

2.10 “Termination” means, for purposes of determining entitlement to Severance Benefits under the Plan, a complete severance of an Employee’s employment relationship with Employer. “Termination” does not include situations involving (i) temporary absence, such as a Family and Medical Leave Act (“FMLA”) leave or a temporary layoff, in which an Employee retains any entitlement to reinstatement; (ii) the total or partial sale or transfer of ownership of an Employer or a business unit of an Employer (stock or asset sale) if the Employee is offered employment with the purchasing or new entity as part of or at the time of the sale or transfer; (iii) the outsourcing of Employer work to a non-Employer if the Employee is offered employment with such non-Employer as part of or at the time of the outsourcing; or (iv) the elimination of the position or job of an Employee if the Employee is offered comparable employment with an Employer (as determined by the Employer in the Employer’s sole discretion) in a position which does not require relocation to a non-commutable distance.

2.11 “Termination Based on Employer Action” means any involuntary Termination of an Eligible Employee at the request of an Employer due to: (i) the elimination of such Employee’s job, (ii) a reduction in force, (iii) the outsourcing of Employer work to a non-Employer, (iv) the consolidation of positions or functions, (v) the relocation of work to a non-commutable distance as provided in an Employer’s policies and practices, or (vi) the sale or transfer of all or part of the stock or assets of an Employer or a business unit of Employer; provided, however, that a Termination Based on Employer Action, shall not

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be considered to have occurred if the Employee is offered (A) comparable employment with an Employer (as determined by the Employer in the Employer’s sole discretion) in a position which does not require relocation to a non-commutable distance, or (B) employment with a purchaser, transferee or outsourcing non-Employer or an affiliate of a purchaser, transferee, or outsourcing non-Employer, regardless of whether the Employee elects to accept any such offer.

2.12 “Termination for Unacceptable Performance” means the Termination of an Employee for reasons related to his or her performance of job duties and responsibilities, which performance is considered unacceptable to an Employer.

2.13 “Termination for Cause” means the Termination of an Employee for engaging in conduct which violates an Employer’s policies and/or is harmful to an Employer, including but not limited to excessive unauthorized absenteeism or tardiness, abuse of controlled substances and/or alcohol, reporting to work under the influence of controlled substances and/or alcohol, gambling, possession of firearms on Employer property, theft or unauthorized use of Employer property, conduct which creates a conflict of interest, unauthorized use of insider information and offering or accepting bribes, and all other misconduct, as determined by an Employer.

2.14 “Voluntary Termination” means an Employee’s voluntary Termination of his or her employment.

2.15 “Year of Service” means a 12-consecutive month period beginning on the Employee’s hire date with an Employer and on each anniversary thereof during which he or she continues to be an Employee.

ARTICLE III

Eligibility for Severance Benefits

3.1 Termination Based on Employer Action. Subject to Section 4.4, an Employee whose Termination of employment is a Termination Based on Employer Action, as defined in Section 2.13, will be considered an Eligible Employee and entitled to Severance Benefits.

3.2 Ineligible Employees. An Employee whose Termination of employment is for any reason other than a Termination Based on Employer Action, including but not limited to Termination for Cause, Termination for Unacceptable Performance, or Voluntary Termination, shall not be entitled to Severance Benefits under this Plan.

3.3 Employees on Leave or Receiving Disability Benefits. (i) (A) Except as otherwise required by applicable law, no Eligible Employee may apply for or commence any leave of absence after the beginning of such Eligible Employee’s Notification Period described in Section 4.2, even if such leave was previously approved before such Notification Period. (B) If an Eligible Employee commences an authorized leave of absence during the Notification Period pursuant to applicable law as described in Section 3.3(i)(A) or if

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an Eligible Employee has commenced an authorized leave of absence under an Employer’s leave policies before such Eligible Employee’s Notification Period, such Eligible Employee may remain on such leave until the earlier of the authorized end of the leave or the end of such Notification Period. At the end of such Notification Period, such Eligible Employee’s employment will be terminated, and such Eligible Employee will be entitled to Severance Benefits, subject to Section 4.4.

(ii) If, before or during the Eligible Employee’s Notification Period described in Section 4.2, an Eligible Employee begins receiving benefits under an Employer’s short-term disability plan, the Eligible Employee will continue to receive such disability benefits through the end of the certification period under such short-term disability plan. At the end of the certification period, such Eligible Employee’s employment will be terminated, and such Eligible Employee will be entitled to Severance Benefits, subject to Section 4.4 and subsection (iii) of this Section 3.3.

(iii) If, before or during the Eligible Employee’s Notification Period (or immediately following an Eligible Employee’s receipt of short-term disability benefits pursuant to subsection (ii) of this Section 3.3), an Eligible Employee begins receiving benefits under an Employer’s long-term disability plan, such Eligible Employee will continue to receive such disability benefits in accordance with such long-term disability plan. If such an Eligible Employee is able to return to active employment within six (6) months from such Eligible Employee’s first day of absence due to disability, such Eligible Employee’s employment will be terminated, and such Eligible Employee will be entitled to Severance Benefits, subject to Section 4.4. However, if such an Eligible Employee is absent from employment due to disability for more than six (6) months, such Eligible Employee will no longer be entitled to any Severance Benefits regardless of the reasons for or timing of such Employee’s Termination of employment.

(iv) Anything in the Plan to the contrary notwithstanding, an Eligible Employee who, during his or her Notification Period, is on an authorized, unpaid personal leave with a medical condition pursuant to his or her Employer’s leave policies, shall be treated for purposes of this Plan as if he or she were receiving benefits under such Employer’s short-term disability plan. Such an Eligible Employee’s employment termination and eligibility for Severance Benefits shall be determined under Section 3.3(ii) of this Plan.

ARTICLE IV

Severance Benefits

4.1 Severance Benefits. An Eligible Employee shall be entitled to severance benefit payments in accordance with the Severance Schedule attached hereto. In addition, an Eligible Employee shall be entitled to certain welfare benefits and enhanced retirement benefits in accordance with the Severance Schedule. Welfare benefits and enhanced retirement benefits shall only be provided pursuant to the Plan in accordance with the provisions of the applicable welfare and retirement plans sponsored by an Employer.

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4.2 Payment. An Eligible Employee will receive Severance Benefits in the form of a lump sum cash payment to be made as soon as practicable following Termination Based on Employer Action. All payments will be made from an Employer’s general assets. Severance Benefits will commence upon the Eligible Employee’s Termination Based on Employer Action following a notification period of no less than sixty (60) days (the “Notification Period”). At the Employer’s sole discretion, an Eligible Employee may or may not be required to report to his or her usual work location and to continue to perform his or her regular duties during the Notification Period. Payment of Severance Benefits is conditioned upon the execution of a release in accordance with the provisions of Section 4.4.

4.3 Withholding. An Employer shall withhold from any Severance Benefits paid hereunder all federal and state income, FICA and other employment taxes, and any other amounts required or permitted to be withheld under any agreement with the Eligible Employee, applicable law or other employee benefit plans of an Employer.

4.4 Payments Conditioned on Release. Except as otherwise provided in this Section 4.4, eligibility for the receipt of any and all Severance Benefits under the Plan is expressly conditioned upon the execution by an Eligible Employee of a comprehensive settlement agreement, waiver and release (“Release”), in a form and manner to be determined in the sole discretion of the Administrator. An Eligible Employee who does not execute such a Release or who revokes such a Release during the applicable revocation period will receive only (i) one week of Base Pay for Non-Officers and two weeks of Base Pay for Officers as described in the Severance Schedule, (ii) access to the Employer’s Family Assistance and LifeCare^® Programs for a period of ninety (90) days following such Eligible Employee’s Termination date and basic outplacement assistance, and (iii) the opportunity to work with a recruiting consultant to perform an internal search for a new position during the Notification Period, and will not be eligible for any other Severance Benefits under the Plan regardless of the reason for Termination.

4.5 Right of Offset. By accepting Severance Benefits under the Plan, an Eligible Employee agrees that the Administrator, in its sole discretion, may withhold from any amounts payable under the Plan any amounts owed to the Employer by the Eligible Employee.

4.6 Reduction for Other Severance Payments. The amount of Severance Benefits to which an Eligible Employee is otherwise entitled under the Plan upon a Termination Based on Employer Action shall be reduced by the amount, if any, of any other severance payments payable by reason of such Termination to the Eligible Employee by an Employer under any other plan, program or individual contractual arrangement.

4.7 Death of Eligible Employee. If an Eligible Employee dies after his or her date of Termination Based on Employer Action under this Plan and prior to the receipt of all Severance Benefits to which he or she is entitled under the Plan, any such remaining Severance Benefits shall be paid on his or her behalf in the form of a single, lump sum cash payment to the Eligible Employee’s estate or to the court presiding over the deceased Eligible Employee’s estate, if in the opinion of the Administrator, the administration of the estate is in dispute.

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If an Eligible Employee dies, after the beginning of his or her Notification Period but before his or her date of Termination Based on Employer Action, no Severance Benefits or other payments of any kind will be made to him or her or on his or her behalf under this Plan at any time. Instead, such pay and/or benefits as are provided upon the death of any other active Employee shall be payable with respect to such deceased Eligible Employee.

4.8 Reemployed Eligible Employees. If an Eligible Employee has a Termination of employment and he or she is later reemployed by an Employer, his or her prior service with the Employer will be treated as follows for Plan purposes if his or her employment is terminated under the Plan following such reemployment: (i) If such Eligible Employee is reemployed within a year of the prior Termination date, the period of absence and such Eligible Employee’s prior service as of the prior Termination date will be considered continuous service for purposes of determining eligibility for and the amount of Plan benefits under the Plan.

(ii) If such Eligible Employee is reemployed more than one year after the prior Termination date, neither such Eligible Employee’s prior service nor the period of absence will be considered as service for any purpose under the Plan. Instead, such former Eligible Employee’s date of reemployment with an Employer will determine such Employee’s subsequent eligibility for and amount of Plan benefits under the Plan, if any.

4.9 Severance Benefits Limit. Anything in the Plan to the contrary notwithstanding, effective as of January 1, 2005, Severance Benefits payments and any COBRA Subsidy (described in the Severance Schedule) payable under the Plan shall not exceed two times the lesser of: (i) the Eligible Employee’s annualized Base Pay for the Eligible Employee’s taxable year preceding the Eligible Employee’s taxable year in which the Eligible Employee’s Termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Eligible Employee had not experienced a Termination of employment); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Eligible Employee has a Termination of employment. . Anything in the Plan to the contrary notwithstanding, effective as of January 1, 2005, Severance Benefits payments and any COBRA Subsidy must be paid no later than the last day of the Eligible Employee’s second taxable year following the Eligible Employee’s taxable year in which the Eligible Employee’s Termination of employment occurs,

ARTICLE V

Plan Administration

5.1 Operation and Administration of Plan by the Administrator. The Administrator shall have the complete authority to control and manage the operation and administration of

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the Plan. The Administrator (including the Committee with respect to appeals of adverse benefit determinations or denied claims under Section 5.6 and with respect to other responsibilities or duties delegated to the Committee under the Plan and/or by action of the Corporation, the Company, an Employer or the Administrator) has full and exclusive discretionary authority to:

a. construe and interpret the provisions of the Plan;

b. adopt any rules, procedures and forms necessary for the operation and administration of the Plan;

c. determine all questions relating to the eligibility, benefits and other rights of Employees under the Plan;

d. keep all records necessary for the operation and administration of the Plan;

e. designate or employ agents (who may also be Employees of an Employer) and delegate to such agents the exercise of one or specific powers of the Administrator;

f. delegate any or all of its authority under the Plan to any individual, organization or committee either within an Employer or an unrelated third party; and

g. retain any legal, accounting or other expert advisers (who may also be advisers to an Employer) in connection with the Administrator’s operation and administration of the Plan.

5.2 Reliance on Documents, Instruments, etc. The Administrator may rely on any certificate, statement or other representation made on behalf of an Employer or any Employee which it in good faith believes to be genuine, and on any certificate, statement, report or other representation made to it by any agent or any attorney, accountant or other expert retained by it or an Employer in connection with the operation and administration of the Plan.

5.3 Administrative Expenses. All expenses of operating and administering the Plan, including, but not limited to, fees of any agents and experts retained by the Administrator under Sections 5.1 and 5.2, will be paid by the Employers.

5.4 Bond, Compensation, Indemnification of Administrator. No bond or other security will be required of the Administrator except as provided by law. No compensation will be paid to any person for performing his or her duties as Administrator. If the Administrator is not an Employer, the Administrator will be indemnified by the Corporation for any liabilities (including legal expenses) arising from any act or failure to act which is done in good faith in accordance with the Plan’s provisions.

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5.5 Claims. Any person (a “claimant”) may make a claim for benefits under the Plan by filing a written request for benefits with the Administrator. If the claim is wholly or partially denied, the Administrator will cause the claimant to receive written or electronic notice of the adverse benefit determination within ninety (90) days after receipt of the claim. Notice of an adverse benefit determination shall be written in a manner calculated to be understood by the claimant and shall contain (1) the specific reason or reasons for the adverse benefit determination, (2) a specific reference to the pertinent Plan provisions upon which the adverse determination is based, (3) a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary, and (4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination. If the Administrator determines that an extension of time is necessary for processing the claim, the Administrator shall notify the claimant in writing or electronically of such extension, the special circumstances requiring the extension and the date by which the Administrator expects to render the benefit determination. In no event shall the extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. If notice of the denial of a claim is not furnished within ninety (90) days after the Administrator receives it (or within one hundred and eighty (180) days after such receipt if the Administrator determines an extension is necessary), the claim shall be deemed denied and the claimant shall be permitted to proceed to the review stage described in Section 5.6.

5.6 Appeals. Within sixty (60) days after the claimant receives the written or electronic notice of an adverse benefit determination, or the date the claim is deemed denied pursuant to Section 5.5, the claimant may file a written request with the Committee that it conduct a full and fair review of the adverse benefit determination. In connection with the claimant’s appeal of the adverse benefit determination, the claimant may review pertinent documents and may submit issues and comments in writing. The Committee shall render a decision on the appeal no later than the date of the Committee meeting which immediately follows the Committee’s receipt of the claimant’s request for review, unless the request for review is filed within thirty (30) days preceding the date of such meeting. In such case, a decision will be made no later than the date of the second meeting following the Committee’s receipt of the claimant’s request for review. The Committee may extend this review until no later than its third meeting following the claimant’s request for review if special circumstances apply and the Committee notifies the claimant of such extension. The Committee shall notify the claimant in writing or electronically of any such extension, the special circumstances requiring the extension, and the date by which the Committee expects to render the determination on review. The Committee shall notify the claimant of its decision in writing or electronically within a reasonable time (but not later than five (5) business days) after the Committee meeting at which the claimant’s request for review is considered. In the case of an adverse determination, such notice shall (1) include specific reasons for the adverse determination, (2) be written in a manner calculated to be understood by the claimant, (3) contain specific references to the pertinent Plan provisions upon which the benefit determination is based, (4) contain a statement that the claimant is entitled to receive

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upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and (5) contain a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

The Committee has full discretion and authority to construe and interpret all provisions of the Plan. The claimant may not bring a legal action in any court under the Plan until the claim and appeal rights described in this Section have been exercised and exhausted, and the eligibility or benefits requested in the appeal have been denied, in whole or in part.

5.7 Rules Governing Claim and Appeal Procedures. The Administrator or the Committee may adopt additional rules for implementing the claim and appeal procedures under the Plan, so long as they are consistent with Department of Labor Regulation §2560.503-1 or any applicable successor to such regulation.

5.8 Terms Include Authorized Delegates. Where appropriate, the term “Company”, “Corporation”, “Committee”, “Employer” or “Administrator” as used in this Plan shall also include any applicable subcommittee or any duly authorized delegate of the Company, the Corporation, the Committee, the Employer or the Administrator, as the case may be. Such duly authorized delegate may be an individual or an organization within the Company, the Corporation, the Committee, the Employer or the Administrator, or may be an unrelated third party individual or organization.

ARTICLE VI

General Provisions

6.1 Amendment and Termination. The Corporation may at any time and without prior notice amend or terminate the Plan, provided, that in no event shall any such amendment or termination in any manner affect the entitlement to Severance Benefits of an Eligible Employee who became eligible for such Severance Benefits prior to the date of such amendment or termination.

(a) Any termination shall be made by action of the Compensation and Benefits Committee of the Board of Directors of the Corporation (the “Board”) (or by action of the Board if the Compensation and Benefits Committee is unavailable or unable to act for any reason) and shall be effective as of the date set forth in such resolution.

(b) Any amendment shall be made in accordance with the following:

(i) material amendments to the Plan (including any extraordinary amendment related to an acquisition or divestiture by the Company or the Corporation) shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board, if the Compensation and Benefits Committee is unavailable or unable to act for any reason); and

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(ii) (A) non-material or administrative amendments to the Plan (including any amendment pursuant to guidelines established by the Compensation and Benefits Committee of the Board related to an acquisition or divestiture by the Company or the Corporation) or (B) any amendment to the Plan deemed required, authorized or desirable under applicable statutes, regulations or rulings, shall be made by action of either the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or either of their duly authorized designees).

6.2 Governing Law. To the extent not preempted by ERISA or any other federal law, the Plan shall be governed by and construed in accordance with the laws of Illinois, excluding conflicts of laws provisions.

6.3 Nonassignability. Severance Benefits under the Plan may not be assigned or alienated by any Employee.

6.4 Electronic or Telephonic Notices. Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative rules prescribed by the Committee.

6.5 Gender and Number. Unless the context clearly indicates otherwise, words in any gender will include any other gender, words in the singular will include the plural and words in the plural will include the singular.

6.6 Severance Benefits Not Compensation. The period for which Severance Benefits are paid and the Severance Benefits provided under the Plan shall not constitute employment, compensation or salary for purposes of determining eligibility, entitlement to benefits or the amount of benefits under any other employee benefit plan of an Employer.

6.7 Severability. Any provision in the Plan that may be unenforceable will be deemed severed from the remainder hereof, with such remaining provisions being given full force and effect.

6.8 Exemption from Code Section 409A. The Plan and all Severance Benefits provided under the Plan are intended to be exempt from the requirements of Code Section 409A, and the Plan shall be construed and administered so as to cause such Severance Benefits to be exempt from such Code section.

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6.9 Effective Date: This amendment and restatement of the Plan is generally effective January 1, 2008 (with such other effective dates as are noted herein). The original effective date of the Plan was March 1, 2002.

IN WITNESS WHEREOF, the Corporation has caused this amendment and restatement of the Northern Trust Corporation Severance Plan to be executed on its behalf by its duly authorized officer this 12th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

NORTHERN TRUST CORPORATION
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and
	Human Resources Department Head

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REVISED EFFECTIVE 1/1/08

(With other effective dates as provided)

Severance Schedule for Termination By Employer Action*

SEVERANCE BENEFITS PAYMENTS**

Official Status	Years of Service
	Less than 3 Years	Greater than or equal to 3 Years but less than 25 Years	Greater than or equal to 25 Years
Officer*	4 weeks of Base Pay	2 weeks of Base Pay per completed Year of Service	52 weeks of Base Pay
Non-Officer*	2 weeks of Base Pay	1 week of Base Pay per completed Year of Service	26 weeks of Base Pay

** Minimum Severance Benefits Pay is 2 weeks of Base Pay and Maximum Severance Benefits Pay is 52 weeks of Base Pay, subject to Section 4.9. Severance Benefits Payments and any COBRA Subsidy, described below, will be paid as a lump sum

WELFARE BENEFITS

COBRA Continuation Coverage: An Eligible Employee and eligible dependents have the right to continue medical, dental and vision coverage in accordance with the time periods set forth under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Medical, dental and vision coverage will automatically cease on the last day of the month in which an Eligible Employee’s Termination of employment occurs unless an Eligible Employee elects such continuation coverage under the provisions of COBRA. The costs of such coverage shall be payable by the Eligible Employee for the duration of the COBRA coverage, to be paid monthly by personal check, as the premiums become due.

COBRA Subsidy*: The Employer shall provide a COBRA subsidy payment to assist the Eligible Employee in paying the costs of coverage under applicable employee welfare benefit plans (medical and dental). Subject to Section 4.9, the amount of the COBRA subsidy payment shall, equal the difference between an Eligible Employee’s active employee medical and/or dental premium(s) as of the first day of the Notification Period (described in Section 4.2) and the rate under COBRA on such date, including the 2% administrative fee, multiplied by the number of weeks to which an Eligible Employee is eligible for Severance Benefits Payments as described above. The COBRA subsidy payment shall be made in the form of a lump sum.

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Outplacement Assistance*: Varied levels of outplacement assistance will be offered through a firm selected by the Employer. Outplacement assistance will be available on the first day of an Eligible Employee’s Notification Period. The level and duration of outplacement assistance will be determined by an Eligible Employee’s official status in accordance with the Employer’s policies and practices. In order to use outplacement assistance, an Eligible Employee must begin outplacement assistance no later than 30 days after Termination of employment. Anything in the Plan to the contrary notwithstanding, effective as of January 1, 2005, outplacement assistance will not be available to an Eligible Employee after the last day of the Eligible Employee’s second taxable year following the Eligible Employee’s taxable year in which the Eligible Employee’s Termination of employment occurs.

Non-contributory Life Insurance, Business Travel, Workers Compensation	Coverage ends upon Termination.
Contributory Life Insurance, Dependent Life Insurance, 24-Hour Accident Insurance	Coverage ends on the last day of the month for which a premium contribution from an Eligible Employee’s salary was made.
Health Care Account, Day Care Account	Eligible Employees may submit claims for expenses incurred prior to Termination date in accordance with applicable plan terms and administrative requirements. Claims must be submitted prior to end of first quarter of the year following Termination. Health Care Account may be extended on after-tax basis through a valid COBRA election.
Educational Assistance*	Existing tuition reimbursement repayment obligations will be waived. At the Eligible Employee’s Termination of employment, if enrolled and attending course(s), the Eligible Employee will be reimbursed in accordance with the Educational Assistance Program.
Short-Term Disability, Long-Term Disability	Coverage ends upon Termination, unless disabled on the date of Termination. If disabled on the date of Termination, coverage will generally continue until the individual is determined to be medically able to return to work, in accordance with applicable disability plan terms. See also Plan Section 3.3 (ii) and (iii).
Family Assistance and LifeCare® Programs	Eligible Employees will have access to these programs for 90 days following Termination.

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ENHANCED RETIREMENT AND OTHER BENEFITS

Pension Plan and TIP*	Enhanced retirement eligibility, vesting and related benefits will be provided in accordance with the applicable retirement plans.
Stock Options, Stock Units and other Stock Awards*	Enhanced vesting and other benefits may be provided in accordance with the applicable stock plan and the Eligible Employee’s stock option, stock unit or other stock award agreements.

* NOTE: Eligibility for receipt of all benefits is conditioned on execution (and non-revocation) of a settlement agreement, waiver and release (“Release”) in accordance with Section 4.4., provided that an Eligible Employee who does not execute (or who revokes within the revocation period) such a Release shall be entitled to (i) severance benefits, payable in the form of a lump sum, in the amount of one (1) week of Base Pay for non-officers and two (2)weeks of Base Pay for officers, (ii) access to (A) the Employer’s Family Assistance and LifeCare^® Programs for 90 days following Termination and (B) basic outplacement assistance and (iii) the opportunity to work with a recruiting consultant to perform an internal search for a new position during the Notification Period, subject to Section 4.9.

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SUPPLEMENT #1

Special Rules for Certain Eligible Employees Participating in Job Change Program

This Supplement #1 to the Northern Trust Corporation Severance Plan, as amended and restated effective January 1, 2008, (the “Plan”) is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #1.

1. Effective Date. February 10, 2006.

2. Application. This Supplement #1 shall apply to any Eligible Employee who:

(a) becomes an Eligible Employee on or after the Effective Date of this Supplement #1 as a direct result of the Corporation’s Global Operating Model-India, as determined by an Employer in the Employer’s sole discretion; and

(b) during the Notification Period described in Section 4.2, but prior to Termination of employment, begins employment in another position with an Employer as a result of the Eligible Employee’s participation in the Corporation’s Job Change Program (a “Job Match Position”)

(Individually, a “Job Change Eligible Employee” and collectively, the “Job Change Eligible Employees”).

3. Special Provision. The following special provision shall apply to the Job Change Eligible Employees:

If during the 60-day job match assessment period (as described in the Job Change Program), it is determined that a job match did not occur for a Job Change Eligible Employee with respect to the Job Match Position, such Job Change Eligible Employee’s employment will be terminated (subject to Paragraph 4 of this Supplement #1) on the later of:

(a) the last day of the Job Change Eligible Employee’s Notification Period described in Section 4.2, or

(b) the date during the 60-day job match assessment period as of which it is determined, by an Employer or such Eligible Employee, that a job match has not occurred, with respect to the Job Match Position; provided, however, that in the event of a conflict between such Eligible Employee and an Employer with respect to whether a job match has or has not occurred, the determination by the Employer, in the Employer’s sole discretion, shall control for all purposes under the Plan and this Supplement #1.

- 15 -

Upon such Termination of employment, such Job Change Eligible Employee will be entitled to Severance Benefits, subject to Section 4.4 and any other applicable provisions of the Plan (including but not limited to Section 2.13).

4. Effect of Job Match or Other Employment Offer. Anything in the Plan or this Supplement #1 to the contrary notwithstanding, if, prior to an Eligible Employee’s Termination of employment:

(a) as a result of such Eligible Employee’s employment in a Job Match Position, it is determined by an Employer, in the Employer’s sole discretion, that a job match has occurred for such Eligible Employee, or

(b) under any other circumstance, the Eligible Employee is offered a comparable position with an Employer or a position with a purchaser, transferee or outsourcing non-Employer or affiliate pursuant to Section 2.13,

then a Termination Based on Employer Action shall not be considered to have occurred, and such Eligible Employee shall not be entitled to any Severance Benefits under the Plan.

5. Limitations on Supplement. Nothing in this Supplement #1 shall be construed to provide any Job Change Eligible Employee with any rights or benefits under the Plan other than those described in Paragraph 3 above.

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EX-10.(XXXI).(6)

Exhibit 10(xxxi)(6)

AMENDMENT NUMBER SIX TO

THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN

(As Amended and Restated Effective January 1, 2005)

WHEREAS, The Northern Trust Company (the “Company”) maintains The Northern Trust Company Thrift-Incentive Plan, As Amended and Restated Effective January 1, 2005, (the “Plan”); and

WHEREAS, amendment of the Plan is now considered desirable;

NOW, THEREFORE, by virtue and in exercise of the amending power reserved to the undersigned officer under Section 11.1 of the Plan, the Plan is hereby amended effective as of the dates provided herein, as follows:

1. Effective as of the date this Amendment is executed, to add the word “section” immediately before the term “4975(e)(7)” in section 2.1(bb) of the Plan.

2. Effective January 1, 2008, to delete the phrase “second paydate” from section 3.1(a)(1) of the Plan and to substitute the phrase “third paydate” therefor.

3. Effective January 1, 2008, to delete the phrase “and for the period after the end of the Plan Year until the date of distribution” from section 4.4(b) of the Plan.

4. Effective January 1, 2008, to delete the phrase “and for the period after the end of the Plan Year until the date of forfeiture” from section 5.7(c) of the Plan.

5. Effective as of the date this Amendment is executed, to add the following as a new last sentence of section 10.6(b) of the Plan:

“The claimant may not bring a legal action in any court under the Plan until the claim and appeal rights described in this section have been exercised and exhausted, and the eligibility or benefits requested in the appeal have been denied, in whole or in part.”

6. Effective January 1, 2008, to delete the phrase “Chairman and” from section 11.1(b)(ii) of the Plan.

7. Effective as of the date this Amendment is executed, to add the following as a new last sentence of section 14.6 of the Plan:

“In the event of an overpayment by the Plan, the Company or the Committee shall have the authority to take such actions as the Company or the Committee, in either of their sole discretion, shall deem necessary or appropriate to recover such overpayment, including the authority to bring a legal action in a court of appropriate jurisdiction to recover such overpayment.”

IN WITNESS WHEREOF, the Company has caused this amendment to be executed on its behalf this 18th of December, 2007 effective as of the dates provided herein.

THE NORTHERN TRUST COMPANY
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and
	Human Resources Department Head

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EX-10.(XXXIII)

Exhibit 10(xxxiii)

NORTHERN TRUST CORPORATION

EXECUTIVE FINANCIAL CONSULTING AND

TAX PREPARATION SERVICES PLAN

(As Amended and Restated Effective January 1, 2008)

INTRODUCTION

The Northern Trust Corporation Executive Financial Consulting and Tax Preparation Services Plan (the “Plan”) was established by Northern Trust Corporation, a Delaware corporation (the “Corporation”) to provide a select group of management or highly compensated employees of the Corporation (and its subsidiaries and affiliates) with the opportunity to receive services or reimbursement of expenses for services for personal financial consulting and tax planning and preparation. The Corporation hereby amends and restates the Plan generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004.

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1 “Benefits” means any or all of the benefits described in Sections 3.1 and 3.2 of the Plan.

1.2 “Board” means the Board of Director of the Corporation.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.4 “Company” means The Northern Trust Company, an Illinois banking corporation; the Corporation; and such subsidiaries and affiliates of the Corporation as shall with the consent of the Board, adopt the Plan.

1.5 “Corporation” means Northern Trust Corporation, a Delaware corporation.

1.6 “Effective Date” means January 1, 2008 for the amended and restated Plan.

1.7 “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Company’s Key Employees shall be identified annually pursuant to Section 3.5(b).

1.8 “Participant” means an employee of the Company (i) who is eligible to participate in the Plan in accordance with Article II and (ii) who utilizes any of the benefits provided under the Plan. To the extent provided in Section 3.2, a Participant who has retired from the service of the Company after reaching a Normal, Early or Postponed Retirement date as provided under the Pension Plan remains a Participant during the Plan Year following such retirement.

1.9 “Pension Plan” means The Northern Trust Company Pension Plan, as amended from time to time.

1.10 “Plan” means the Northern Trust Corporation Executive Financial Consulting and Tax Preparation Services Plan.

1.11 “Plan Year” means the calendar year.

1.12 “Spouse” means the person to whom a Participant is legally married at the time Benefits are provided under the Plan.

ARTICLE II

ELIGIBILITY

2.1 Eligibility to Participate. An employee of the Company becomes eligible to participate in the Plan:

(a) when he or she becomes an executive vice president or above either by hire or by promotion; or

(b) if below the level of executive vice president, when he or she is selected for participation by the Executive Vice President-Human Resources of the Company; and

(c) under either (a) or (b) above, when he or she is notified by the Company of his or her eligibility to receive Benefits under the Plan.

2.2 Annual Enrollment Requirement. In order to be eligible to receive Plan Benefits in any Plan Year, a Participant must complete and return to the Company an annual enrollment form provided by the Company, by which the Participant elects to utilize Benefits under the Plan. Except as otherwise provided in Section 2.3, the Participant must complete and return such enrollment form to the Company on or before December 31 of the Plan Year immediately preceding the Plan Year in which such Benefits will be provided (or such earlier date as the Company may prescribe).

2.3 Initial Year of Eligibility. Anything in the Plan to the contrary notwithstanding, an employee of the Company who would otherwise first become eligible to participate in the Plan pursuant to Section 2.1 on or after January 1 of any Plan Year shall not become eligible to participate in the Plan in such Plan Year unless selected for participation in such Plan Year by the Executive Vice President-Human Resources of the Company. If so selected, then in order to be eligible to receive Plan Benefits in that Plan Year, such Participant must complete and return to the Company an annual enrollment form

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provided by the Company, by which the Participant elects to utilize Benefits under the Plan. Such Participant must complete and return such enrollment form to the Company on or before the 30^th calendar day following the date the Participant becomes eligible to participate in the Plan.

ARTICLE III

BENEFITS AND BENEFIT LIMITATIONS

3.1 Active Participant Benefits. A Participant who is actively at work (or on a Company-approved absence of up to six (6) consecutive months due to vacation, paid holidays, sick leave, short term disability, Family and Medical Leave or unpaid leave) for at least one day during a Plan Year shall be entitled to receive the following Benefits in the form of services to be rendered during such Plan Year:

(a) One or more financial consulting service programs, as determined by the Company in the Company’s sole discretion, which may include cash and debt management review, education and major goal funding review, asset allocation and investments review, stock option planning, retirement planning, income tax planning, estate and charitable giving planning, insurance and risk management review, compensation and benefits review and net worth review (“Active Participant Financial Consulting Services Benefit”); and

(b) Tax preparation services, as determined by the Company in the Company’s sole discretion, which include the preparation of annual income tax returns to be filed during such Plan Year (“Active Participant Tax Preparation Services Benefit”).

3.2 Retired Participant Benefits. A Participant who retires from the service of the Company after reaching a Normal, Early or Postponed Retirement date as provided under the Pension Plan shall be entitled to receive the following Benefit in the Plan Year immediately following the Plan Year in which he or she retires: tax preparation services, which include the preparation of annual income tax returns to be filed during the Plan Year following the Plan Year in which the Participant retires (“Retired Participant Tax Preparation Services Benefit”).

3.3 Limitations on Benefits. Benefits under the Plan may be provided by internal Company resources, including the Company’s Personal Financial Services’ Financial Consulting Division and Personal Tax Services Division, or may be provided by an unrelated third party organization but only if the Participant obtains the Company’s advance written approval to use the services of such third party organization. The Company may impose an annual dollar limitation or limitations on the Company’s payment or reimbursement of expenses for the provision of the Active Participant Financial Consulting Services Benefit, the Active Participant Tax Preparation Services Benefit and the Retired Participant Tax Preparation Services Benefit. Benefits are provided only for Participants

- 3 -

and their Spouses, and the Plan does not provide nor will the Company pay or reimburse expenses for services for any other individual including but not limited to Participants’ children, other family members or domestic employees. Anything in the Plan to the contrary notwithstanding, (a) the amount of payments or reimbursements made by the Company to or on behalf of a Participant for a Retired Participant Tax Preparation Services Benefit during any taxable year of the Participant shall not affect the amount of payments or reimbursements made by the Company to or on behalf such Participant for any Benefits in any other taxable year of the Participant, and (b) any Benefit provided to or on behalf of the Participant in any other taxable year of the Participant shall not affect the amount of payments or reimbursements made by the Company to or on behalf of the Participant for a Retired Participant Tax Preparation Services Benefit.

3.4 Limitation on Payments and Reimbursements of Active Participant Benefits. Anything in the Plan to the contrary notwithstanding, any payments or reimbursements made by the Company to or on behalf of a Participant for an Active Participant Financial Consulting Services Benefit or an Active Participant Tax Preparation Services Benefit (an “Active Participant Benefit”) provided in a Plan Year under the Plan shall be made by the later of:

(a) the 15^th day of the third month following the Participant’s first taxable year in which such Active Participant Benefit is no longer subject to a substantial risk of forfeiture; or

(b) the 15^th day of the third month following the end of the Company’s first taxable year in which such Active Participant Benefit is no longer subject to a substantial risk forfeiture.

(c) It is intended that the application of the foregoing provisions of this Section 3.4 cause all payments and reimbursements made by the Company for Active Participant Benefits provided under the Plan to be short-term deferrals for purposes of the regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and such provisions shall be interpreted in all events in a manner consistent with such intent, so that Section 409A shall have no application to the Active Participant Benefits provided under the Plan.

3.5 Limitations on Payments and Reimbursements of Retired Participant Benefits.

(a) Anything in the Plan to the contrary notwithstanding, any payments or reimbursements made by the Company to or on behalf of a Participant for a Retired Participant Tax Preparation Services Benefit provided in the Plan Year immediately following the Plan Year in which such Participant retires shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense for such Retired Participant Tax Preparation Services Benefit was incurred; provided, however, that if such Participant is a Key Employee, any payments or reimbursements to or on behalf of the Participant for a Retired Participant Tax Preparation Services Benefit shall in no event be

- 4 -

made earlier than the date which is six months and one day following the date the Participant separates from service with the Company (within the meaning of Code Section 409A(a)(2)(A)(i) and regulations promulgated thereunder). The Participant’s right to payments or reimbursements by the Company of Retired Participant Tax Preparation Services Benefits is not subject to liquidation or exchange for any other benefit under the Plan or otherwise.

(b) The Company shall identify Key Employees annually as described in this Section 3.5(b). The Specified Employee Identification Date, as defined in Treas. Reg §1.409A-1(i)(3), to be used in determining Key Employees of the Company shall be September 30 of any Plan Year. The January 1 of the Plan Year next following that Plan Year shall be the Specified Employee Effective Date, as defined in Treas. Reg §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

3.6 Employment Termination for Reasons other than Retirement. Anything in the Plan to the contrary notwithstanding, if a Participant terminates employment with the Company prior to the end of any Plan Year for any reason other than retirement pursuant to Section 3.2, payment or reimbursement by the Company of the Participant’s Active Participant Benefit for such Plan Year (to the extent not already paid or reimbursed by the Company) shall be prorated based on a fraction, the numerator of which is the number of months in which the Participant participated in the Plan as an employee of the Company for at least one day in each such month during such Plan Year and the denominator of which is twelve (12).

ARTICLE IV

ADMINISTRATION OF THE PLAN

4.1 Terms Include Authorized Delegates. Where appropriate, the terms “Company” or “Corporation” as used in the Plan shall also include any applicable subcommittee or any duly authorized delegate of the Company or the Corporation, as the case may be. Such duly authorized delegate may be an individual or an organization within the Company or the Corporation or may be an unrelated third party individual or organization.

4.2 Authority of the Company. The Company shall administer the Plan and shall have full power and discretion to select employees for participation in the Plan and to determine the terms and conditions of each employee’s participation; to construe and interpret the Plan and any agreement or instrument entered into hereunder; to determine eligibility for Benefits; and to establish, amend, or waive rules and regulations for the Plan’s administration. Further, the Company shall have full power and discretion to make any other determination which may be necessary or advisable for the Plan’s administration.

- 5 -

4.3 Decisions Binding. All determinations and decisions made by the Company pursuant to the provisions of the Plan, and all related orders, resolutions or actions of the Board, the Compensation and Benefits Committee of the Board, the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or the duly authorized designee of either of the latter two individuals) shall be final, conclusive, and binding on all persons, including the Company, its stockholders, employees, Participants, Spouses and their estates and beneficiaries.

ARTICLE V

AMENDMENT OR TERMINATION

5.1 Amendment or Termination. The Corporation has set no termination date for the Plan, but reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable.

(a) Any such termination shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board if the Compensation and Benefits Committee is unavailable or unable to act for any reason) and shall be effective as of the date set forth in such resolution.

(b) Any such amendment shall be made in accordance with the following:

(i) material amendments to the Plan shall be made by action of the Compensation and Benefits Committee of the Board (or by action of the Board, if the Compensation and Benefits Committee is unavailable or unable to act for any reason); and

(ii) (A) non-material or administrative amendments to the Plan or (B) any amendment to the Plan deemed required, authorized or desirable under applicable statutes, regulations or rulings, shall be made by action of either the Chief Executive Officer of the Corporation or the Executive Vice President and Human Resources Department Head of the Corporation (or either of their duly authorized designees).

- 6 -

ARTICLE VI

GENERAL PROVISIONS

6.1 Taxation and Tax Withholding. Payments and/or reimbursement of expenses made by the Company for Benefits provided to or on behalf of a Participant under the Plan shall be taxable to such Participant in accordance with applicable law. The Company shall have the right to withhold from the Participant’s compensation amounts sufficient to satisfy all Federal, State and local tax withholding requirements applicable to payments and reimbursements for Benefits provided under the Plan.

6.2 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by the Company or any other person or entity that the assets of the Company will be sufficient to pay any Benefit hereunder.

6.3 No Enlargement of Employee Rights. No Participant shall have any right to receive Benefits under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company.

6.4 Applicable Law. To the extent not preempted by Federal law, the Plan shall be construed and administered under the laws of the State of Illinois.

6.5 Electronic or Telephonic Notices. Any election, notice, direction or other such action required or permitted to be made in writing under the Plan may also be made electronically, telephonically or otherwise, to the extent then permitted by applicable law and the administrative rules prescribed by the Company.

6.6 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, neither the Corporation, the Company, nor any individual acting as an employee or agent of the Corporation or the Company, shall be liable to any Participant, former Participant, Spouse or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

6.7 Gender; Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

6.8 Exemption from or Compliance with Code Section 409A. The Active Participant Benefits provided under the Plan are intended to be exempt from, and the Retired Participant Tax Preparation Services Benefit is intended to comply in all applicable respects with, the requirements of Code Section 409A, and the Plan shall be construed and administered so as to cause such Benefits to be exempt from or comply with that Code section, respectively, as applicable.

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IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer this 12th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).

NORTHERN TRUST CORPORATION
By:	/s/ Timothy P. Moen
Name:	Timothy P. Moen
Title:	Executive Vice President and
	Human Resources Department Head

- 8 -

EX-13

Exhibit 13

FINANCIAL REVIEW

2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

36

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WITH RESPECT TO INTERNAL CONTROL OVER FINANCIAL REPORTING

38

CONSOLIDATED FINANCIAL STATEMENTS

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

78

CONSOLIDATED FINANCIAL STATISTICS

81

SENIOR OFFICERS

82

BOARD OF DIRECTORS

83

CORPORATE INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA

($ In Millions Except Per Share Information)		2007			2006			2005			2004			2003
Noninterest Income
Trust, Investment and Other Servicing Fees	$	2,077.6		$	1,791.6		$	1,559.4		$	1,330.3		$	1,189.1
Foreign Exchange Trading Income		351.3			247.3			180.2			158.0			109.6
Security Commissions and Trading Income		67.6			62.7			55.2			50.5			54.8
Treasury Management Fees		65.3			65.4			71.2			88.1			95.6
Other Operating Income		109.1			97.8			97.5			83.8			93.1
Investment Security Gains		6.5			1.4			.3			.2			–
Total Noninterest Income		2,677.4			2,266.2			1,963.8			1,710.9			1,542.2
Net Interest Income		831.6			729.9			661.4			561.1			548.2
Provision for Credit Losses		18.0			15.0			2.5			(15.0	)		2.5
Income before Noninterest Expenses		3,491.0			2,981.1			2,622.7			2,287.0			2,087.9
Noninterest Expenses
Compensation		1,038.2			876.6			774.2			661.7			652.1
Employee Benefits		234.9			217.6			190.4			161.5			133.1
Outside Services		386.2			316.2			268.0			228.0			208.5
Equipment and Software Expense		219.3			205.3			196.6			192.8			190.1
Occupancy Expense		156.5			145.4			133.7			121.5			132.7
Visa Indemnification Charges		150.0			–			–			–			–
Other Operating Expenses		245.1			195.8			172.0			166.2			158.8
Total Noninterest Expenses		2,430.2			1,956.9			1,734.9			1,531.7			1,475.3
Income before Income Taxes		1,060.8			1,024.2			887.8			755.3			612.6
Provision for Income Taxes		333.9			358.8			303.4			249.7			207.8
Net Income	$	726.9		$	665.4		$	584.4		$	505.6		$	404.8
PER COMMON SHARE
Net Income – Basic	$	3.31		$	3.06		$	2.68		$	2.30		$	1.84
– Diluted		3.24			3.00			2.64			2.27			1.80
Cash Dividends Declared		1.03			.94			.86			.78			.70
Book Value – End of Period (EOP)		20.44			18.03			16.51			15.04			13.88
Market Price – EOP		76.58			60.69			51.82			48.58			46.28
Average Total Assets	$	60,588		$	53,106		$	45,974		$	41,300		$	39,115
Senior Notes – EOP		654			445			272			200			350
Long-Term Debt – EOP		2,682			2,308			2,818			2,625			2,541
Floating Rate Capital Debt – EOP		277			276			276			276			276
RATIOS
Dividend Payout Ratio		31.4	%		30.8	%		32.1	%		33.9	%		38.1	%
Return on Average Assets		1.20			1.25			1.27			1.22			1.04
Return on Average Common Equity		17.46			17.57			17.01			16.07			13.81
Tier 1 Capital to Risk-Weighted Assets – EOP		9.7			9.8			9.7			11.0			11.1
Total Capital to Risk-Weighted Assets – EOP		11.9			11.9			12.3			13.3			14.0
Risk-Adjusted Leverage Ratio		6.8			6.7			7.1			7.6			7.5
Average Stockholders’ Equity to Average Assets		6.9			7.1			7.5			7.6			7.6
Stockholders – EOP		2,842			3,040			3,239			3,525			3,288
Staff – EOP (full-time equivalent)		10,918			9,726			9,008			8,022			8,056

OPERATING RESULTS – EXCLUDING 2007 VISA INDEMNIFICATION CHARGES

($ In Millions Except Per Share Information)	2007			2006			2005			2004			2003
Operating Earnings	$	821.1		$	665.4		$	584.4		$	505.6		$	404.8
Operating Earnings per Common Share – Basic	$	3.73		$	3.06		$	2.68		$	2.30		$	1.84
– Diluted		3.66			3.00			2.64			2.27			1.80
Operating Return on Average Common Equity		19.72	%		17.57	%		17.01	%		16.07	%		13.81	%

Operating results exclude the impact of $150 million of pre-tax charges in 2007 for accruals related to certain indemnifications of Visa Inc., as discussed in further detail in Note 20 to the consolidated financial statements.

2 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW OF CORPORATION

Focused Business Strategy. Northern Trust is a leading provider of global financial solutions for asset management, asset servicing, fiduciary, and banking needs of corporations, institutions, and affluent individuals. Northern Trust is exclusively focused on the management, custody, and servicing of client assets in two target market segments, affluent individuals through its Personal Financial Services (PFS) business unit and institutional investors worldwide through its Corporate and Institutional Services (C&IS) business unit. An important element of this strategy is to provide an array of asset management and related service solutions to PFS and C&IS clients which are provided by a third business unit, Northern Trust Global Investments (NTGI). In executing this strategy, Northern Trust emphasizes quality through a high level of service complemented by the effective use of technology. Operating and systems support for these business units is provided through the Worldwide Operations and Technology (WWOT) business unit.

Business Structure. Northern Trust Corporation (Corporation) is a financial holding company under the Gramm-Leach-Bliley Act and was originally organized as a bank holding company in 1971 to hold all of the outstanding capital stock of The Northern Trust Company (Bank). The Bank is an Illinois banking corporation headquartered in Chicago and the Corporation’s principal subsidiary. PFS services are delivered through a network of 85 offices in 18 U.S. states as well as offices in London and Guernsey. C&IS products are delivered to clients in approximately 40 countries through offices in North America, Europe, and the Asia-Pacific region.

Except where the context otherwise requires, the term “Northern Trust” refers to Northern Trust Corporation and its subsidiaries on a consolidated basis.

FINANCIAL OVERVIEW

Northern Trust’s strong financial results in 2007 were achieved in spite of a tumultuous market and economic environment. Our excellent results, in what was a difficult year for the financial services industry, are further evidence of the continued success of our focused business strategy. We achieved record net income of $726.9 million and net income per common share of $3.24, increasing 9% and 8%, respectively from 2006.

Net operating earnings were even stronger, as 2007 reported results were significantly impacted by $150 million of pre-tax charges related to certain indemnifications that Northern Trust, as a member bank of Visa U.S.A., Inc. and in conjunction with other member banks, provides to Visa, Inc. (“Visa”), which reduced net income by $94.2 million, or $.42 per diluted common share. Northern Trust expects that its proportionate share of the proceeds of Visa’s planned initial public offering will more than offset any indemnification liabilities related to Visa litigation. Excluding these charges, net operating earnings were $821.1 million and net operating earnings per share were $3.66, increasing 23% and 22%, respectively, from 2006. Northern Trust is providing operating earnings, which exclude the impact of the Visa charges, in order to provide a clearer indication of the results and trends in Northern Trust’s core businesses. Provided below is a reconciliation of our operating earnings to our reported

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 3

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

results prepared in accordance with generally accepted accounting principles.

	2007
($ In Millions Except Per Share Data)	Amount		Per Share
Reported Earnings	$	726.9	$	3.24
Visa Indemnification Charges (net of $55.8 tax effect)		94.2		.42
Operating Earnings	$	821.1	$	3.66

Our record operating earnings were driven by excellent revenue growth in both PFS and C&IS. Revenues reached record levels, equaling $3.57 billion on a fully taxable equivalent (FTE) basis, an increase of 17% from 2006. Trust, investment and other servicing fees, the largest contributor to the growth in revenues, totaled $2.08 billion, up 16% compared with the prior year, reflecting continued strong new business in C&IS and in PFS.

Record foreign exchange trading income and net interest income (FTE) also contributed to the strong growth in revenues during 2007. Foreign exchange trading income increased 42% and totaled $351.3 million for 2007, reflecting strong growth in client volumes as well as higher currency volatility. Net interest income (FTE) totaled $894.1 million, up 13%, primarily due to 16% growth in average earning assets. Asset growth was achieved without sacrificing quality. The credit quality of our loan portfolio continued to be exceptionally strong, with nonperforming assets at year end totaling only $29.3 million, or .12% of total loans and other real estate owned, down 21% from last year.

Noninterest expenses totaled $2.43 billion in 2007, an increase of 24%. The current year includes the $150 million of Visa indemnification charges. Without these charges, noninterest expenses would have totaled $2.28 billion, up 17% from last year.

The strength of our financial performance in 2007, measured exclusive of the Visa indemnification charges, has led to the achievement of each of our four long-term, across cycle, strategic financial targets. In 2007, we achieved:

Ÿ revenue growth of 17% (goal of 8-10% revenue growth);

Ÿ operating earnings per share growth of 22% (goal of 10-12% earnings per share growth);

Ÿ return on common equity of 19.7% (goal of 16-18% return on common equity); and

Ÿ positive operating leverage

Our success in the marketplace in 2007 was evidenced by double-digit growth in client assets. New business and higher equity markets drove assets under custody up 17% to a record $4.1 trillion and assets under management up 9% to a record $757.2 billion. Global custody assets increased 23% to $2.1 trillion at year-end, primarily due to Northern Trust’s continued success internationally.

During 2007, Northern Trust’s business momentum continued to be strong. We remained focused on our client-centric strategy, and continued to expand our market reach while also strengthening our capabilities to support the evolving needs of our clients. For private clients, we continued to offer new investment products, blending our proprietary solutions with the complimentary capabilities of outside managers. For institutional clients, we reorganized our business into three geographic segments—the Americas; Europe, Middle East and Africa; and Asia-Pacific—allowing us to strengthen our focus on clients in each of these important regions around the world. These, and other initiatives implemented throughout 2007, allowed us to achieve strong new business results in PFS and C&IS. In both PFS and C&IS, our new business results in 2007 were the best since 2001.

Northern Trust’s leadership continued to be reflected in our strong capital levels as of December 31, 2007. During 2007, stockholders’ equity grew to $4.51 billion, primarily through the retention of earnings, offset in part by the repurchase of common stock pursuant to the Corporation’s share buyback program. In October 2007, the Board of Directors increased the quarterly dividend per common share by 12.0% to $.28, for a new annual rate of $1.12. The Board’s action reflects a policy of establishing the dividend rate commensurate with profitability while retaining sufficient earnings to allow for strategic initiatives and the maintenance of a strong balance sheet and capital ratios.

CONSOLIDATED RESULTS OF OPERATIONS

REVENUE

Northern Trust generates the majority of its revenues from noninterest income, primarily consisting of trust, investment and other servicing fees. Net interest income comprises the remainder of revenues and consists of interest income generated by earning assets, net of interest expense on deposits and borrowed funds.

Total revenue for 2007 was $3.57 billion on a fully taxable equivalent basis, up 17% from $3.06 billion in 2006, which in turn was up 14% from 2005 revenues of $2.69 billion. When adjusted to a FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable, although the adjustment to a FTE basis has no impact on net income. Noninterest income totaled $2.7 billion in 2007, up 18% from $2.3 billion in 2006, and represented 75% of total taxable equivalent revenue in 2007. Noninterest income of $2.3 billion in 2006 was up 15% from $2.0 billion in 2005, and represented 74% of total taxable equivalent revenue in 2006.

4 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net interest income for 2007 was $831.6 million, up 14% from $729.9 million in 2006, which was up 10% from $661.4 million in 2005.

The largest contributor to the current year growth in revenues and noninterest income was trust, investment and other servicing fees, up 16% to $2.1 billion compared with 2006 fees of $1.8 billion, reflecting strong new business in 2007. The increase in net interest income in 2007 is primarily attributable to a $7.4 billion or 16% increase in average earning assets. Additional information regarding Northern Trust’s revenues is provided below.

2007 TOTAL REVENUE OF $3.57 BILLION (FTE)

Noninterest Income. The components of noninterest income, and a discussion of significant changes during 2007 and 2006, are provided below.

NONINTEREST INCOME

(In Millions)	2007		2006		2005
Trust, Investment and Other Servicing Fees	$	2,077.6	$	1,791.6	$	1,559.4
Foreign Exchange Trading Income		351.3		247.3		180.2
Security Commissions and Trading Income		67.6		62.7		55.2
Treasury Management Fees		65.3		65.4		71.2
Other Operating Income		109.1		97.8		97.5
Investment Security Gains, net		6.5		1.4		.3
Total Noninterest Income	$	2,677.4	$	2,266.2	$	1,963.8

2007 NONINTEREST INCOME

Trust, Investment and Other Servicing Fees. Trust, investment and other servicing fees accounted for 58% of total taxable equivalent revenue in 2007. Trust, investment and other servicing fees for 2007 increased 16% to $2.08 billion from $1.79 billion in 2006. Over the past five years, trust, investment and other servicing fees have increased at a compound annual growth rate of 12.3%. For a more detailed discussion of trust, investment and other servicing fees, refer to the business unit reporting section beginning on page 11.

Trust, investment and other servicing fees are generally based on the market value of assets custodied, managed, and serviced; the volume of transactions; securities lending volume and spreads; and fees for other services rendered. Certain investment management fee arrangements also may provide for performance fees, based on client portfolio returns exceeding predetermined levels. Based on analysis of historical trends and current asset and product mix, management estimates that a 10% rise or fall in overall equity markets would cause a corresponding increase or decrease in Northern Trust’s trust, investment and other servicing fees of approximately 4% and in total revenues of approximately 2%. In addition, C&IS client relationships are generally priced to reflect earnings from activities such as foreign exchange trading and custody-related deposits that are not included in trust, investment and other servicing fees. Custody-related deposits maintained with bank subsidiaries and foreign branches are primarily interest-bearing and averaged $28.3 billion in 2007, $20.7 billion in 2006, and $15.8 billion in 2005. Total assets under custody at December 31, 2007, which form the primary basis of our trust, investment and other servicing fees, were a record $4.14 trillion, up 17% from $3.55 trillion a year ago, and included $2.09 trillion of global custody assets. Managed assets totaled $757.2 billion, up 9% from $697.2 billion at the end of 2006.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 5

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ASSETS UNDER CUSTODY			DECEMBER 31								PERCENT CHANGE		FIVE-YEAR COMPOUND GROWTH RATE
($ In Billions)	2007		2006		2005		2004		2003		2007/06
Corporate & Institutional	$	3,802.9	$	3,263.5	$	2,699.7	$	2,345.1	$	1,900.9	17	%	23	%
Personal		332.3		281.9		225.6		209.3		184.9	18		17
Total Assets Under Custody	$	4,135.2	$	3,545.4	$	2,925.3	$	2,554.4	$	2,085.8	17	%	23	%

C&IS ASSETS UNDER CUSTODY ($ in Billions)	PFS ASSETS UNDER CUSTODY ($ in Billions)

ASSETS UNDER MANAGEMENT			DECEMBER 31								PERCENT CHANGE		FIVE-YEAR COMPOUND GROWTH RATE
($ In Billions)	2007		2006		2005		2004		2003		2007/06
Corporate & Institutional	$	608.9	$	562.5	$	500.7	$	461.5	$	374.3	8	%	23	%
Personal		148.3		134.7		117.2		110.4		104.3	10		11
Total Managed Assets	$	757.2	$	697.2	$	617.9	$	571.9	$	478.6	9	%	20	%

C&IS ASSETS UNDER MANAGEMENT ($ in Billions)	PFS ASSETS UNDER MANAGEMENT ($ in Billions)

Foreign Exchange Trading Income. Northern Trust provides foreign exchange services in the normal course of business as an integral part of its global custody services. Active management of currency positions, within conservative limits, also contributes to trading income. Foreign exchange trading income totaled $351.3 million in 2007 compared with $247.3 million in 2006. The increase reflects strong client volumes as well as higher currency volatility.

Security Commissions and Trading Income. Revenues from security commissions and trading income totaled $67.6 million in 2007, compared with $62.7 million in 2006. This income is primarily generated from securities brokerage services provided by Northern Trust Securities, Inc. (NTSI). The increase in 2007 reflects increased income from derivative instruments not designated in hedging relationships, partially offset by decreased revenue from core brokerage services and

6 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

transition management services, which were down 7% from the strong performance in 2006.

Treasury Management Fees. The fee portion of treasury management revenues totaled $65.3 million in 2007, essentially unchanged from the $65.4 million reported in 2006.

Other Operating Income. The components of other operating income were as follows:

(In Millions)	2007			2006		2005
Loan Service Fees	$	16.5		$	17.1	$	18.1
Banking Service Fees		35.7			35.8		34.3
Gain on Sale of Buildings		–			–		7.9
Gain on Sale of Leased Equipment		6.2			2.8		1.7
Loss on Sale of Non-U.S. Subsidiary		(4.1	)		–		–
Other Income		54.8			42.1		35.5
Total Other Operating Income	$	109.1		$	97.8	$	97.5

The 2007 increase in the other income component resulted primarily from higher custody-related deposit and overdraft related revenue.

Investment Security Gains. Net security gains were $6.5 million in 2007 and $1.4 million in 2006. The 2007 gains resulted from the sale of CME Group Inc. stock acquired from the demutualizations and subsequent merger of the Chicago Mercantile Exchange and the Chicago Board of Trade.

NONINTEREST INCOME — 2006 COMPARED WITH 2005

Trust, investment and other servicing fees for 2006 accounted for 79% of total noninterest income and 59% of total taxable equivalent revenue and increased 15% to $1.79 billion from $1.56 billion for 2005. Total assets under custody at December 31, 2006 were $3.55 trillion, up 21% from $2.93 trillion in 2005, and included $1.69 trillion of global custody assets. Managed assets totaled $697.2 billion, up 13% from $617.9 billion at the end of 2005.

Foreign exchange trading income totaled $247.3 million in 2006, a 37% increase compared with $180.2 million in 2005. The increase primarily reflects increased client activity.

Revenues from security commissions and trading income totaled $62.7 million in 2006, compared with $55.2 million in 2005, with the increase primarily reflecting higher revenue from core brokerage services and transition management services for institutional clients.

The fee portion of treasury management revenues totaled $65.4 million in 2006, a decrease of 8% from the $71.2 million reported in 2005. The decrease in 2006 was partially offset by improved net interest income as clients opted to pay for services via compensating deposit balances, consistent with historical experience in a higher interest rate environment.

Total other operating income of $97.8 million in 2006 was essentially unchanged from the 2005 balance of $97.5 million. 2006 included increases in the other income component resulting primarily from higher custody-related deposit revenue, while 2005 included gains on the sale of buildings. Net security gains were $1.4 million in 2006 compared with net gains of $.3 million in 2005.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 7

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Interest Income. An analysis of net interest income on a FTE basis, major balance sheet components impacting net interest income, and related ratios are provided below.

ANALYSIS OF NET INTEREST INCOME [FTE]

										PERCENT CHANGE
($ In Millions)	2007			2006			2005			2007/06		2006/05
Interest Income	$	2,717.7		$	2,206.8		$	1,590.6		23.2	%	38.7	%
FTE Adjustment		62.5			64.8			60.9		(3.5	)	6.4
Interest Income – FTE		2,780.2			2,271.6			1,651.5		22.4		37.5
Interest Expense		1,886.1			1,476.9			929.2		27.7		58.9
Net Interest Income – FTE Adjusted	$	894.1		$	794.7		$	722.3		12.5	%	10.0	%
Net Interest Income – Unadjusted	$	831.6		$	729.9		$	661.4		13.9	%	10.4	%
AVERAGE BALANCE
Earning Assets	$	53,426.4		$	45,994.8		$	40,454.1		16.2	%	13.7	%
Interest-Related Funds		45,722.7			40,410.0			34,198.7		13.1		18.2
Net Noninterest-Related Funds		7,703.7			5,584.8			6,255.4		37.9		(10.7	)
										CHANGE IN PERCENTAGE
AVERAGE RATE
Earning Assets		5.20	%		4.94	%		4.08	%	.26		.86
Interest-Related Funds		4.13			3.65			2.72		.48		.93
Interest Rate Spread		1.07			1.29			1.36		(.22	)	(.07	)
Total Source of Funds		3.53			3.21			2.29		.32		.92
Net Interest Margin		1.67	%		1.73	%		1.79	%	(.06	)	(.06	)

Refer to pages 78 and 79 for a detailed analysis of net interest income.

Net interest income is defined as the total of interest income and amortized fees on earning assets, less interest expense on deposits and borrowed funds, adjusted for the impact of hedging activity with derivative instruments. Earning assets, which consist of securities, loans, and money market assets, are financed by a large base of interest-bearing funds, including personal and institutional deposits, wholesale deposits, short-term borrowings, senior notes, and long-term debt. Earning assets are also funded by net noninterest-related funds. Net noninterest-related funds include demand deposits, the reserve for credit losses, and stockholders’ equity, reduced by nonearning assets including cash and due from banks, items in process of collection and buildings and equipment. Variations in the level and mix of earning assets, interest-bearing funds, and net noninterest-related funds, and their relative sensitivity to interest rate movements, are the dominant factors affecting net interest income. In addition, net interest income is impacted by the level of nonperforming assets and client use of compensating deposit balances to pay for services.

Net interest income for 2007 was $831.6 million, up 14% from $729.9 million in 2006. When adjusted to a FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable, although the adjustment to a FTE basis has no impact on net income. Net interest income on a FTE basis for 2007 was $894.1 million, an increase of 13% from $794.7 million in 2006. The increase in net interest income in 2007 is primarily the result of a $7.4 billion or 16% increase in average earning assets, primarily money market assets and loans, offset in part by a reduction in the net interest margin. The net interest margin decreased to 1.67% from 1.73% in the prior year, reflecting the $13 million negative impact of the January 1, 2007 adoption of the Financial Accounting Standards Board’s (FASB) Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2), the narrowing of the interest rate spread, and the significant growth in global custody related deposits which have been invested primarily in lower yielding short-term money market assets and securities.

Earning assets averaged $53.4 billion, up 16% from the $46.0 billion reported in 2006. The growth in average earning assets reflects a $4.5 billion increase in money market assets, a $2.3 billion increase in loans and a $656.3 million increase in securities.

Loans averaged $22.8 billion, 11% higher than last year. The year-to-year comparison reflects a 19% increase in average commercial loans to $5.0 billion. Residential mortgages rose 4% to average $8.9 billion and personal loans increased 11% to $3.3 billion. Non-U.S. loans increased 36%

8 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

to $1.7 billion in 2007 from the prior year average of $1.3 billion. The loan portfolio includes noninterest-bearing U.S. and non-U.S. short duration advances, primarily related to the processing of custodied client investments, which averaged $1.6 billion in 2007, up 52% from $1.0 billion a year ago. Money market assets averaged $18.1 billion in 2007, up 33% from 2006 levels. Securities averaged $12.5 billion in 2007, up 6% resulting primarily from higher levels of asset-backed and government sponsored agency securities. Asset-backed and government sponsored agency securities averaged $1.7 billion and $9.7 billion, respectively, in 2007, up 55% and 1%, respectively, from 2006. Asset-backed securities held at December 31, 2007 were predominantly floating rate, with average lives less than 5 years, and 95% were rated triple-A with the remaining 5% rated double-A.

The increase in average earning assets of $7.4 billion was funded primarily through growth in interest-bearing deposits. The deposit growth was concentrated in non-U.S. office interest-bearing deposits, up $6.7 billion, and reflects increased global custody activity. Savings and money market deposits were up 6% and savings certificates increased 19%. Other interest-related funds averaged $7.6 billion, down $2.2 billion due primarily to lower levels of federal funds purchased, securities sold under agreements to repurchase, and other borrowed funds. Average net noninterest-related funds increased 38% and averaged $7.7 billion, due primarily to higher levels of noninterest-bearing deposits in non-U.S. offices and other liabilities. Stockholders’ equity for the year averaged $4.2 billion, an increase of $377.5 million or 10% from 2006, principally due to the retention of earnings, offset in part by the repurchase of over 3.2 million shares of common stock at a total cost of $218.9 million ($67.10 average price per share) pursuant to the Corporation’s share buyback program.

For additional analysis of average balances and interest rate changes affecting net interest income, refer to the Average Statement of Condition with Analysis of Net Interest Income on pages 78 and 79.

NET INTEREST INCOME — 2006 COMPARED WITH 2005

Net interest income for 2006 was $729.9 million, up 10% from $661.4 million in 2005. Net interest income on a FTE basis for 2006 was $794.7 million, an increase of 10% from $722.3 million in 2005. The increase in net interest income in 2006 is primarily the result of a $5.5 billion or 14% increase in average earning assets, primarily securities, money market assets, and loans, offset in part by a reduction in the net interest margin. The net interest margin decreased to 1.73% from 1.79% in 2005 due in large part to the significant growth in global custody related deposits which were invested in lower-yielding short-term money market assets and U.S. government sponsored agency securities.

Earning assets averaged $46.0 billion in 2006, up 14% from the $40.5 billion reported in 2005. The growth in average earning assets in 2006 reflected a $1.8 billion increase in loans, a $1.9 billion increase in securities and a $1.9 billion increase in money market assets.

Loans averaged $20.5 billion in 2006, 9% higher than 2005. The year-to-year comparison reflects a 20% increase in average commercial loans to $4.2 billion. Residential mortgages rose 4% to average $8.5 billion and personal loans increased 6% to $2.9 billion. Non-U.S. loans increased to $1.3 billion in 2006 from the 2005 average of $933 million. The loan portfolio includes noninterest-bearing U.S. and non-U.S. short duration advances, primarily related to the processing of custodied client investments, which averaged $1.0 billion in 2006, up from $696 million in 2005. Securities averaged $11.8 billion in 2006, up 19% resulting primarily from higher levels of government sponsored agency securities. Money market assets averaged $13.7 billion in 2006, up 16% from 2005 levels.

The increase in average earning assets of $5.5 billion in 2006 was funded primarily through growth in interest-bearing deposits and short-term borrowings. The deposit growth was concentrated in non-U.S. office interest-bearing deposits, up $4.7 billion resulting from increased global custody activity. Savings and money market deposits were down 9%, partially offset by higher levels of savings certificates. Other interest-related funds averaged $9.8 billion, up $1.9 billion, principally from higher levels of federal funds purchased and securities sold under agreements to repurchase and the third quarter 2006 issuance of $250 million of senior notes by the Corporation. Average net noninterest-related funds decreased 11% and averaged $5.6 billion, due primarily to higher levels of noninterest-bearing cash and due from bank balances. Stockholders’ equity for 2006 averaged $3.8 billion, an increase of $351.9 million or 10% from 2005, principally due to the retention of earnings, offset in part by the repurchase of over 2.3 million shares of common stock at a total cost of $131.3 million ($55.65 average price per share) pursuant to the Corporation’s share buyback program.

Provision for Credit Losses. The provision for credit losses was $18.0 million in 2007 compared with a $15.0 million provision in 2006 and a $2.5 million provision in 2005. For a discussion of the reserve and provision for credit losses for 2007, 2006, and 2005, refer to pages 30 through 32.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 9

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Noninterest Expenses. Noninterest expenses for 2007 totaled $2.43 billion, up 24% from $1.96 billion in 2006. Excluding the Visa indemnification charges of $150 million, noninterest expenses for 2007 increased 17%. The components of noninterest expenses and a discussion of significant changes in balances during 2007 and 2006 are provided below.

NONINTEREST EXPENSES

(In Millions)	2007		2006		2005
Compensation	$	1,038.2	$	876.6	$	774.2
Employee Benefits		234.9		217.6		190.4
Outside Services		386.2		316.2		268.0
Equipment and Software Expense		219.3		205.3		196.6
Occupancy Expense		156.5		145.4		133.7
Visa Indemnification Charges		150.0		–		–
Other Operating Expenses		245.1		195.8		172.0
Total Noninterest Expenses	$	2,430.2	$	1,956.9	$	1,734.9

Compensation and Benefits. Compensation and employee benefits of $1.27 billion represented 52% of total noninterest expenses. The year-over-year increase was $178.9 million, or 16%, from $1.09 billion in 2006. Compensation costs, which are the largest component of noninterest expenses, increased $161.6 million, or 18% from 2006, reflecting the impact of higher staff levels, higher performance-based compensation, and annual salary increases. Staff on a full-time equivalent basis averaged 10,273 in 2007, up 10% compared with 9,312 in 2006. Increases in 2007 were due primarily to additional staff to support international growth. Staff on a full-time equivalent basis totaled 10,918 at December 31, 2007 compared with 9,726 at December 31, 2006.

Employee benefit costs for 2007 totaled $234.9 million, up $17.3 million or 8% from $217.6 million in 2006. The current year reflects higher expenses related to employment taxes and health care costs.

Outside Services. Outside services expense totaled $386.2 million in 2007, up 22% from $316.2 million in 2006. The increase reflects higher expenses for technical and consulting services, and volume-driven growth in global subcustody and investment manager sub-advisor expenses. Technical services includes expenses for services such as systems and application support, the provision of market and research data, and outsourced check processing and lockbox services.

Equipment and Software Expense. Equipment and software expense, comprised of depreciation and amortization, rental, and maintenance costs, totaled $219.3 million, up 7% from $205.3 million in 2006. The increase resulted from higher computer software expense.

Occupancy Expense. Net occupancy expense totaled $156.5 million, up 8% from $145.4 million in 2006. Occupancy expense for 2007 reflects higher levels of building maintenance and operating expense, and increased rental costs.

Visa Indemnification Charges. In the fourth quarter of 2007, Northern Trust, as a member bank of Visa U.S.A., Inc., recorded charges totaling $150 million related to our obligation to share in potential losses resulting from certain indemnified litigation involving Visa. Northern Trust expects that its proportionate share of the proceeds of the planned initial public offering by Visa will more than offset any liabilities related to Visa litigation. Visa indemnification charges are further discussed in Note 20 to the consolidated financial statements.

Other Operating Expenses. The components of other operating expenses were as follows:

(In Millions)	2007		2006		2005
Business Promotion	$	77.0	$	65.2	$	60.8
Other Intangibles Amortization		20.9		22.4		20.4
Other Expenses		147.2		108.2		90.8
Total Other Operating Expenses	$	245.1	$	195.8	$	172.0

Other operating expenses for 2007 totaled $245.1 million, up 25% from $195.8 million in 2006. The 2007 increase reflects significantly higher charges related to securities processing activities, higher business promotion and advertising and increased hiring and employee relocation costs.

NONINTEREST EXPENSE — 2006 COMPARED WITH 2005

Noninterest expenses for 2006 totaled $1.96 billion, up 13% from $1.73 billion in 2005. Compensation and employee benefits of $1.09 billion in 2006 represented 56% of total noninterest expenses. The year-over-year increase was $129.6 million, or 13%, from $964.6 million in 2005. Compensation costs in 2006 totaled $876.6 million, reflecting the impact of higher staff levels, annual salary increases, and performance-based compensation. 2006 also included $17.7 million of compensation expense associated with the expensing of stock options in accordance with FASB Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” which was adopted on January 1, 2006. Staff on a full-time equivalent basis averaged 9,312 in 2006, up 7% compared with 8,731 in 2005 due primarily to additional staff to support international growth. Staff on a full-time equivalent basis totaled 9,726 at December 31, 2006 compared with 9,008 at December 31, 2005.

Employee benefit costs for 2006 totaled $217.6 million, up $27.2 million or 14% from $190.4 million in 2005. The

10 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

increase reflects higher expenses related to employment taxes, pension, and health care costs.

Outside services expense totaled $316.2 million in 2006, 18% higher than the $268.0 million in 2005. The increase reflects higher expenses for technical and consulting services, and volume-driven growth in global subcustody and investment manager sub-advisor expenses.

Equipment and software expense, comprised of depreciation and amortization, rental, and maintenance costs, totaled $205.3 million in 2006, which was 4% higher than the $196.6 million in 2005. The increase in 2006 resulted from higher computer software expense.

Occupancy expense totaled $145.4 million in 2006, up 9% from $133.7 million in 2005. Occupancy expense for 2006 reflects increased levels of rental costs, real estate taxes, and building maintenance.

Other operating expenses for 2006 totaled $195.8 million, up 14% from $172.0 million in 2005, primarily reflecting higher business promotion and advertising and increased hiring and employee relocation costs.

Provision for Income Taxes. The provision for income tax expense was $333.9 million in 2007 representing an effective rate of 31.5%. This compares with income tax expense of $358.8 million and an effective rate of 35.0% in 2006. The effective tax rate in 2007 reflects an $18.4 million reduction in the tax provision resulting from management’s decision to indefinitely reinvest 2007 earnings of certain non-U.S. subsidiaries. This compares with $7.9 million in 2006. The current year effective tax rate also benefited from a lower state income tax provision due to a higher proportion of income generated in tax jurisdictions outside the U.S. and a reduction in net deferred tax liabilities resulting from new state tax legislation enacted during 2007. In 2006 Northern Trust increased, by approximately $11 million, its tax reserve related to leveraged leasing transactions that have been challenged by the Internal Revenue Service (IRS) and recorded a $5.8 million tax provision as a result of legislation repealing the exclusion from federal income taxation of certain income generated by a form of a leveraged lease known as an Ownership Foreign Sales Corporation (OFSC) transaction.

PROVISION FOR INCOME TAXES — 2006 COMPARED WITH 2005

The provision for income tax expense of $358.8 million in 2006 represented an effective rate of 35.0%, compared with income tax expense of $303.4 million and an effective rate of 34.2% in 2005. The effective tax rate in 2006 reflects the approximate $11 million increase in tax reserves related to leveraged leasing transactions and the $5.8 million tax provision related to the OFSC transactions. These items were partially offset by a $7.9 million reduction in deferred tax liabilities due to management’s decision to reinvest indefinitely the 2006 earnings of certain non-U.S. subsidiaries. There was no comparable reduction in deferred tax liabilities in 2005.

BUSINESS UNIT REPORTING

Northern Trust, under President and Chief Executive Officer Frederick H. Waddell, is organized around its two principal client-focused business units, C&IS and PFS. Investment management services and products are provided to the clients of these business units by NTGI. Operating and systems support is provided to each of the business units by WWOT. For financial management reporting purposes, the operations of NTGI and WWOT are allocated to C&IS and PFS. Effective January 1, 2008, Mr. Waddell has been identified as the chief operating decision maker because he has final authority over resource allocation decisions and performance assessment. Prior to January 1, 2008, William A. Osborn, Chairman of the Corporation, served as Northern Trust’s Chief Executive Officer and was considered the chief operating decision maker.

C&IS and PFS results are presented in order to promote a greater understanding of their financial performance. The information, presented on an internal management-reporting basis, is derived from internal accounting systems that support Northern Trust’s strategic objectives and management structure. Management has developed accounting systems to allocate revenue and expenses related to each segment, as well as certain corporate support services, worldwide operations and systems development expenses. The management reporting systems also incorporate processes for allocating assets, liabilities and the applicable interest income and expense. Tier 1 and tier 2 capital are allocated based on the U.S. federal risk-based capital guidelines at a level that is consistent with Northern Trust’s consolidated capital ratios, coupled with management’s judgment of the operational risks inherent in the business. Allocations of capital and certain corporate expenses may not be representative of levels that would be required if the segments were independent entities. The accounting policies used for management reporting are the same as those described in Note 1, “Accounting Policies,” of the consolidated financial statements. Transfers of income and expense items are recorded at cost; there is no profit or loss on sales or transfers between business units. Northern Trust’s presentations are not necessarily consistent with similar information for other financial institutions. For management reporting purposes, certain corporate income

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 11

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

and expense items are not allocated to the business units and are presented as part of “Treasury and Other.” These items include the impact of long-term debt, holding company investments, and certain corporate operating expenses.

The following table summarizes the consolidated results of operations of Northern Trust.

CONSOLIDATED RESULTS OF OPERATIONS

(In Millions)	2007		2006		2005
Noninterest Income
Trust, Investment and Other Servicing Fees	$	2,077.6	$	1,791.6	$	1,559.4
Other		599.8		474.6		404.4
Net Interest Income (FTE)*		894.1		794.7		722.3
Revenues (FTE)*		3,571.5		3,060.9		2,686.1
Provision for Credit Losses		18.0		15.0		2.5
Noninterest Expenses		2,430.2		1,956.9		1,734.9
Income before Income Taxes*		1,123.3		1,089.0		948.7
Provision for Income Taxes*		396.4		423.6		364.3
Net Income	$	726.9	$	665.4	$	584.4
Average Assets	$	60,588.0	$	53,105.9	$	45,974.1

* Stated on a FTE basis. The consolidated figures include $62.5 million, $64.8 million, and $60.9 million of FTE adjustment for 2007, 2006, and 2005, respectively.

Corporate and Institutional Services. The C&IS business unit is a leading global provider of asset servicing, asset management, and related services to corporate and public retirement funds, foundations, endowments, fund managers, insurance companies, and government funds. C&IS also offers a full range of commercial banking services, placing special emphasis on developing and supporting institutional relationships in two target markets: large and mid-sized corporations and financial institutions. Asset servicing, asset management, and related services encompass a full range of state-of-the-art capabilities including: global master trust and custody, trade, settlement, and reporting; fund administration; cash management; and investment risk and performance analytical services. Client relationships are managed principally through the Bank’s Chicago, London, Singapore and Toronto branch locations with other operations or representative offices in New Jersey, Ireland, the Channel Islands, the Netherlands, China and Australia. Asset servicing relationships managed by C&IS often include investment management, securities lending, transition management, and commission recapture services provided through the NTGI business unit. C&IS also provides related foreign exchange services in the U.S., U.K., Guernsey, and Singapore.

The following table summarizes the results of operations of C&IS for the years ended December 31, 2007, 2006, and 2005 on a management-reporting basis.

CORPORATE AND INSTITUTIONAL SERVICES

RESULTS OF OPERATIONS

($ In Millions)	2007			2006			2005
Noninterest Income
Trust, Investment and Other Servicing Fees	$	1,179.8		$	1,012.4		$	852.3
Other		476.7			361.5			291.4
Net Interest Income (FTE)		409.4			315.2			246.5
Revenues (FTE)		2,065.9			1,689.1			1,390.2
Provision for Credit Losses		4.5			9.1			(2.0	)
Noninterest Expenses		1,224.4			1,020.1			872.0
Income before Income Taxes		837.0			659.9			520.2
Provision for Income Taxes		311.0			267.6			202.5
Net Income	$	526.0		$	392.3		$	317.7
Percentage of Consolidated Net Income		72	%		59	%		54	%
Average Assets	$	41,510.2		$	33,899.4		$	26,408.4

12 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net income for C&IS increased 34% in 2007 and totaled $526.0 million compared with $392.3 million in 2006, which increased 23% from $317.7 million in 2005. The net income increase in 2007 resulted primarily from record levels of trust, investment and other servicing fees, record foreign exchange trading results, and a 30% increase in net interest income. Net income increased in 2006 primarily due to higher levels of trust, investment and other servicing fees, foreign exchange trading results, and a 28% increase in net interest income.

C&IS Trust, Investment and Other Servicing Fees. C&IS trust, investment and other servicing fees are attributable to four general product types: Custody and Fund Administration, Investment Management, Securities Lending, and Other Services. Custody and fund administration services are priced, in general, using asset values at the beginning of the quarter. There are, however, fees within custody and fund administration services that are not related to asset values, but instead are based on transaction volumes or account fees. Investment management fees are primarily based on market values throughout the quarter. Securities lending revenue is impacted by market values and the demand for securities to be lent, which drives volumes, and the interest rate spread earned on the investment of cash deposited by investment firms as collateral for securities they have borrowed. The other services fee category in C&IS includes such products as benefit payment, performance analysis, electronic delivery, and other services. Revenues from these products are generally based on the volume of services provided or a fixed fee.

Trust, investment and other servicing fees in C&IS increased 17% in 2007 to $1.18 billion from $1.01 billion in 2006. The components of trust, investment and other servicing fees and a breakdown of assets under custody and under management follow.

CORPORATE AND INSTITUTIONAL SERVICES

TRUST, INVESTMENT AND OTHER SERVICING FEES

(In Millions)	2007		2006		2005
Custody and Fund Administration	$	615.2	$	502.4	$	399.9
Investment Management		290.6		256.3		242.0
Securities Lending		207.1		191.5		148.7
Other Services		66.9		62.2		61.7
Total Trust, Investment and Other Servicing Fees	$	1,179.8	$	1,012.4	$	852.3

CORPORATE AND INSTITUTIONAL SERVICES

ASSETS UNDER CUSTODY

	DECEMBER 31
(In Billions)	2007		2006		2005
U.S. Corporate	$	686.0	$	623.2	$	565.5
Public Entities and Institutions		913.0		806.8		681.8
International		1,933.0		1,581.2		1,231.7
Securities Lending		269.5		247.9		217.2
Other		1.4		4.4		3.5
Total Assets Under Custody	$	3,802.9	$	3,263.5	$	2,699.7

CORPORATE AND INSTITUTIONAL SERVICES

ASSETS UNDER MANAGEMENT

	DECEMBER 31
(In Billions)	2007		2006		2005
U.S. Corporate	$	116.0	$	92.5	$	85.5
Public Entities and Institutions		106.5		94.1		91.7
International		101.7		104.3		85.8
Securities Lending		269.5		247.9		217.2
Other		15.2		23.7		20.5
Total Assets Under Management	$	608.9	$	562.5	$	500.7

2007 C&IS FEES

2007 C&IS ASSETS UNDER CUSTODY

2007 C&IS ASSETS UNDER MANAGEMENT

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 13

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The increase in C&IS trust, investment and other servicing fees reflects growth in all major products. Custody and fund administration fees increased 22% to $615.2 million compared with $502.4 million a year ago, reflecting strong growth in global fees. Fees from investment management totaled $290.6 million compared with $256.3 million in the year-ago period. Higher investment management fees were generated primarily by growth in the Northern Institutional Funds and higher fees from passive management of equity and fixed income securities. Securities lending fees increased 8% to $207.1 million compared with $191.5 million last year, reflecting higher volumes, partially offset by lower yields earned in one mark-to-market investment fund used in our securities lending activities as a result of market turmoil experienced in the latter half of 2007.

C&IS assets under custody totaled $3.80 trillion at December 31, 2007, 17% higher than $3.26 trillion at December 31, 2006. Managed assets totaled $608.9 billion and $562.5 billion at December 31, 2007 and 2006, respectively, and as of the current year-end were invested 35% in equity securities, 9% in fixed income securities and 56% in cash and other assets. The cash and other assets that have been deposited by investment firms as collateral for securities they have borrowed from custody clients are invested by Northern Trust and are included in assets under custody and under management. The collateral totaled $269.5 billion and $247.9 billion at December 31, 2007 and 2006, respectively.

C&IS Other Noninterest Income. Other noninterest income in 2007 increased 32% from the prior year primarily due to a 43% increase in foreign exchange trading income and higher levels of custody-related deposit revenue. The increase in other noninterest income in 2006 compared with 2005 resulted from a 37% increase in foreign exchange trading income.

C&IS Net Interest Income. Net interest income increased 30% in 2007, resulting primarily from an $8.1 billion or 29% increase in average earning assets, primarily short-term money market assets and loans. The net interest margin was 1.13% in 2007 and 1.12% in 2006. Net interest income for 2006 increased 28% from the previous year primarily due to an increase in earning assets, primarily short-term money market assets and loans.

C&IS Provision for Credit Losses. The provision for credit losses was $4.5 million for 2007, compared with $9.1 million in 2006. The provision in both 2007 and 2006 primarily reflects overall growth in the commercial loan portfolio. The negative $2.0 million provision in 2005 resulted from an improvement in the overall credit quality of the portfolio.

C&IS Noninterest Expenses. Total noninterest expenses of C&IS, which include the direct expenses of the business unit, indirect expense allocations from NTGI and WWOT for product and operating support, and indirect expense allocations for certain corporate support services, increased 20% in 2007 and 17% in 2006. The growth in expenses for 2007 reflects the impact of higher staff levels, annual salary increases, increased performance-based compensation, employee benefit charges, higher volume-driven growth in global subcustody expenses and consulting services, and indirect expense allocations for product and operating support. The growth in expenses for 2006 reflects the impact of higher staff levels, annual salary increases, performance-based compensation and employee benefit charges, increased occupancy expense, higher consulting and other professional services, and increased indirect expense allocations for product and operating support.

Personal Financial Services. The PFS business unit provides personal trust, investment management, custody, and philanthropic services; financial consulting; guardianship and estate administration; qualified retirement plans; and private and business banking. PFS focuses on high net worth individuals and families, business owners, executives, professionals, retirees, and established privately-held businesses in its target markets. PFS also includes the Wealth Management Group, which provides customized products and services to meet the complex financial needs of individuals and family offices in the U.S. and throughout the world with assets typically exceeding $75 million. PFS services are delivered through a network of 85 offices in 18 U.S. states as well as offices in London and Guernsey.

14 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes the results of operations of PFS for the years ended December 31, 2007, 2006, and 2005 on a management-reporting basis.

PERSONAL FINANCIAL SERVICES

RESULTS OF OPERATIONS

($ In Millions)	2007			2006			2005
Noninterest Income
Trust, Investment and Other Servicing Fees	$	897.8		$	779.2		$	707.1
Other		99.4			96.8			98.4
Net Interest Income (FTE)		513.5			497.7			487.1
Revenues (FTE)		1,510.7			1,373.7			1,292.6
Provision for Credit Losses		13.5			5.9			4.5
Noninterest Expenses		943.5			854.3			796.2
Income before Income Taxes		553.7			513.5			491.9
Provision for Income Taxes		214.6			198.9			190.6
Net Income	$	339.1		$	314.6		$	301.3
Percentage of Consolidated Net Income		47	%		47	%		52	%
Average Assets	$	18,888.6		$	17,482.0		$	16,933.2

PFS net income totaled $339.1 million in 2007, an increase of 8% from 2006, which in turn was 4% above the net income achieved in 2005. The increase in net income in 2007 resulted primarily from record levels of trust, investment and other servicing fees, which increased 15% from the previous year, and a 3% improvement in net interest income. The increase in 2006 earnings is attributable primarily to higher trust, investment and other servicing fees and higher net interest income.

PFS Trust, Investment and Other Servicing Fees. A summary of trust, investment and other servicing fees and assets under custody and under management follows.

PERSONAL FINANCIAL SERVICES

TRUST, INVESTMENT AND OTHER SERVICING FEES

(In Millions)	2007		2006		2005
Illinois	$	302.5	$	260.6	$	239.3
Florida		207.3		189.2		177.0
California		92.2		82.8		78.1
Arizona		47.9		42.5		39.1
Texas		36.0		32.5		28.7
Other		78.3		60.5		49.4
Wealth Management		133.6		111.1		95.5
Total Trust, Investment and Other Servicing Fees	$	897.8	$	779.2	$	707.1

PERSONAL FINANCIAL SERVICES

ASSETS UNDER CUSTODY

	DECEMBER 31
(In Billions)	2007		2006		2005
Illinois	$	54.2	$	48.9	$	46.0
Florida		34.7		31.3		30.1
California		17.4		14.5		13.7
Arizona		7.3		7.2		6.5
Texas		6.6		5.9		5.4
Other		17.1		14.5		10.2
Wealth Management		195.0		159.6		113.7
Total Assets Under Custody	$	332.3	$	281.9	$	225.6

2007 PFS FEES

2007 PFS ASSETS UNDER CUSTODY

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 15

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PERSONAL FINANCIAL SERVICES

ASSETS UNDER MANAGEMENT

	DECEMBER 31
(In Billions)	2007		2006		2005
Illinois	$	41.3	$	37.1	$	34.8
Florida		27.9		25.8		24.2
California		12.0		10.2		9.3
Arizona		5.6		5.4		5.1
Texas		4.7		4.1		3.5
Other		26.9		24.6		17.9
Wealth Management		29.9		27.5		22.4
Total Assets Under Management	$	148.3	$	134.7	$	117.2

2007 PFS ASSETS UNDER MANAGEMENT

Fees in the majority of locations that PFS operates in and all mutual fund-related revenue are accrued based on market values. PFS trust, investment and other servicing fees totaled a record $897.8 million for the year, up 15% from $779.2 million in 2006, which in turn was up 10% from $707.1 million in 2005. The current year performance was positively impacted by strong new business and higher equity markets. The 2006 performance was positively impacted by new business and higher equity markets when compared with 2005.

At December 31, 2007, assets under custody in PFS totaled $332.3 billion, compared with $281.9 billion at December 31, 2006. Included in assets under custody are those for which Northern Trust has management responsibility. Managed assets totaled $148.3 billion at December 31, 2007 and were invested 46% in equity securities, 24% in fixed income securities and 30% in cash and other assets.

PFS Other Noninterest Income. Other noninterest income for 2007 totaled $99.4 million compared with $96.8 million last year. Noninterest income for 2006 was 2% lower than 2005 which included a $3.2 million nonrecurring gain from the sale of a building.

PFS Net Interest Income. Net interest income of $513.5 million was 3% higher than the previous year. Average loan volume grew $1.5 billion or 9%, while the net interest margin decreased to 2.81% from 2.96% in 2006, reflecting a higher cost of funding as the increase in interest rates on deposits and borrowed funds exceeded the increase in asset yields. Net interest income for 2006 of $497.7 million was 2% higher than 2005 resulting primarily from higher average loan volume, partially offset by a decrease in the net interest margin from 3.00% in 2005 to 2.96% in 2006.

PFS Provision for Credit Losses. The 2007 provision for credit losses of $13.5 million was $7.6 million higher than the previous year which was up $1.4 million from 2005. The provision in both 2007 and 2006 reflects overall growth in the loan portfolio and the migration of certain loans to higher risk credit ratings.

PFS Noninterest Expenses. PFS noninterest expenses, which include the direct expenses of the business unit, indirect expense allocations from NTGI and WWOT for product and operating support, and indirect expense allocations for certain corporate support services, increased 10% in 2007 and 7% in 2006. The growth in noninterest expenses for 2007 reflects annual salary increases, higher performance-based compensation, and higher occupancy costs, partially offset by lower costs associated with business promotion and advertising. In addition, indirect expense allocations for product and operating support increased $61.7 million or 17% from the prior year. The growth in expenses for 2006 reflects annual salary increases, higher performance-based compensation, employee benefit charges, higher occupancy costs, and expenses associated with consulting and other professional services. In addition, indirect expense allocations for product and operating support increased $33.2 million or 10% from 2005.

Northern Trust Global Investments. The NTGI business unit provides a broad range of investment management and related services and other products to U.S. and non-U.S. clients of C&IS and PFS through various subsidiaries of the Corporation. Clients include institutional and individual separately managed accounts, bank common and collective funds, registered investment companies, non-U.S. collective investment funds, and unregistered private investment funds. NTGI offers both active and passive equity and fixed income portfolio management, as well as alternative asset classes (such as private equity and hedge funds of funds) and multi-manager products and services. NTGI’s activities also include brokerage, securities lending, transition management, and related services. NTGI’s business operates internationally and its revenues and expenses are fully allocated to C&IS and PFS.

16 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

At year-end, Northern Trust managed a record $757.2 billion in assets for personal and institutional clients, up 9% from $697.2 billion at year-end 2006. The increase in assets is attributable to higher equity markets and strong new business. Assets under management have grown at a five-year compound annual rate of 20%.

NORTHERN TRUST GLOBAL INVESTMENTS

$757.2 BILLION ASSETS UNDER MANAGEMENT

ASSET CLASSES

CLIENT SEGMENTS

MANAGEMENT STYLES

Worldwide Operations and Technology. The WWOT business unit supports all of Northern Trust’s business activities, including the processing and product management activities of C&IS, PFS, and NTGI. These activities are conducted principally in the operations and technology centers in Chicago, London, and Bangalore and fund administration centers in Ireland.

Corporate Financial Management Group. The Corporate Financial Management Group includes the Corporate Controller, Corporate Treasurer, Corporate Development, Investor Relations, and Strategic Sourcing functions. The Group is responsible for Northern Trust’s accounting and financial infrastructure and for managing the Corporation’s financial position.

Corporate Risk Management Group. The Corporate Risk Management Group includes the Credit Policy and other Corporate Risk Management functions. The Credit Policy function is described in the “Loans and Other Extensions of Credit” section on page 25. The Corporate Risk Management Group monitors, measures, and facilitates the management of risks across the businesses of the Corporation and its subsidiaries.

Treasury and Other. Treasury and Other includes income and expense associated with the wholesale funding activities and the investment portfolios of the Corporation and the Bank. Treasury and Other also includes certain corporate-based expenses and nonrecurring items not allocated to the business units and certain executive level compensation.

The following table summarizes the results of operations of Treasury and Other for the years ended December 31, 2007, 2006, and 2005 on a management-reporting basis.

TREASURY AND OTHER

RESULTS OF OPERATIONS

($ In Millions)	2007			2006			2005
Other Noninterest Income	$	23.7		$	16.3		$	14.6
Net Interest Income (Expense) (FTE)		(28.8	)		(18.2	)		(11.3	)
Revenues (FTE)		(5.1	)		(1.9	)		3.3
Noninterest Expenses		262.3			82.5			66.7
Loss before Income Taxes		(267.4	)		(84.4	)		(63.4	)
Benefit for Income Taxes		129.2			42.9			28.8
Net Income (Loss)	$	(138.2	)	$	(41.5	)	$	(34.6	)
Percentage of Consolidated Net Income		(19	)%		(6	)%		(6	)%
Average Assets	$	189.2		$	1,724.5		$	2,632.5

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 17

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Treasury and Other noninterest income was $23.7 million compared with $16.3 million in the prior year. Net interest income for 2007 was a negative $28.8 million compared with a negative $18.2 million in 2006 and a negative $11.3 million in 2005. Noninterest expenses totaled $262.3 million for 2007 compared with $82.5 million in the prior year. The current year reflects the $150 million Visa indemnification charges. In addition, contributing to the current year increase in noninterest expenses are higher levels of compensation, increases in consulting and other professional service fees, and higher costs associated with business promotion and advertising. Expenses in 2006 increased due to higher compensation costs associated with the expensing of stock options.

CRITICAL ACCOUNTING ESTIMATES

The use of estimates and assumptions is required in the preparation of financial statements in conformity with generally accepted accounting principles and actual results could differ from those estimates. The Securities and Exchange Commission has issued guidance and proposed rules relating to the disclosure of critical accounting estimates. Critical accounting estimates are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on Northern Trust’s future financial condition and results of operations.

For Northern Trust, accounting estimates that are viewed as critical are those relating to reserving for credit losses, pension plan accounting, estimating useful lives of purchased and internally developed software, and accounting for structured leasing transactions. Management has discussed the development and selection of each critical accounting estimate with the Audit Committee of the Board of Directors.

Reserve for Credit Losses. The reserve for credit losses represents management’s estimate of probable inherent losses that have occurred as of the date of the financial statements. The loan and lease portfolio and other credit exposures are regularly reviewed to evaluate the adequacy of the reserve for credit losses. In determining the level of the reserve, Northern Trust evaluates the reserve necessary for specific nonperforming loans and also estimates losses inherent in other credit exposures. The result is a reserve with the following components:

Specific Reserve. The amount of specific reserves is determined through a loan-by-loan analysis of impaired loans that considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to pay.

Allocated Inherent Reserve. The amount of the allocated portion of the inherent loss reserve is based on loss factors assigned to Northern Trust’s credit exposures based on internal credit ratings. These loss factors are primarily based on management’s judgment of estimated credit losses inherent in the loan portfolio as well as historical charge-off experience. The Credit Policy function, which is independent of business unit management, determines credit ratings at the time each loan is approved. These credit ratings are then subject to periodic reviews by Credit Policy.

Unallocated Inherent Reserve. Management determines the unallocated portion of the inherent loss reserve based on factors not associated with a specific credit. These factors include management’s subjective evaluation of economic and business conditions, portfolio volume and concentration, and changes in the character and size of the loan portfolio. The unallocated portion of the inherent loss reserve reflects management’s recognition of the imprecision inherent in the process of estimating probable credit losses.

Loans, leases and other extensions of credit deemed uncollectible are charged to the reserve. Subsequent recoveries, if any, are credited to the reserve. The provision for credit losses, which is charged to income, is the amount necessary to adjust the reserve to the level determined through the above process. Actual losses may vary from current estimates and the amount of the provision may be either greater than or less than actual net charge-offs.

The control process maintained by Credit Policy and the lending staff and the quarterly analysis of specific and inherent loss components are the principal methods relied upon by management for the timely identification of, and adjustment for, changes in estimated credit loss levels. In addition to Northern Trust’s own experience, management also considers the experience of peer institutions and regulatory guidance. Control processes and analyses employed to evaluate the adequacy of the reserve for credit losses are reviewed on at least an annual basis and modified as considered appropriate.

Management’s estimates utilized in establishing an adequate reserve for credit losses are not dependent on any single assumption. Management evaluates numerous variables, many of which are interrelated or dependent on other assumptions and estimates, in determining reserve adequacy. Due to the inherent imprecision in accounting estimates, other estimates or assumptions could reasonably have been used in the current period and changes in estimates are reasonably likely to occur from period to period. However,

18 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

management believes that the established reserve for credit losses appropriately addresses these uncertainties and is adequate to cover probable inherent losses which have occurred as of the date of the financial statements.

Pension Plan Accounting. As summarized in Note 22 to the consolidated financial statements, Northern Trust maintains a noncontributory defined benefit pension plan covering substantially all U.S. employees (the Qualified Plan) and a noncontributory supplemental pension plan (the Nonqualified Plan). Certain European-based employees also participate in local defined benefit pension plans that have been closed to new employees in prior years. Measuring cost and reporting liabilities resulting from defined benefit pension plans requires the use of several assumptions regarding future interest rates, asset returns, compensation increases and other actuarial-based projections relating to the plans. Due to the long-term nature of this obligation and the estimates that are required to be made, the assumptions used in determining the periodic pension expense and the projected pension obligation are closely monitored and annually reviewed for adjustments that may be required. Prior to the adoption of FASB Statement No. 158 (SFAS No. 158), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” on December 31, 2006, Northern Trust accounted for differences between these estimates and actual experience under FASB Statement No. 87 (SFAS No. 87), “Employers’ Accounting for Pensions,” which did not require recognition of these differences in the period in which they arose, but rather allowed them to be recognized systematically and gradually over subsequent periods. SFAS No. 158 requires that differences between the estimates and actual experience be recognized as other comprehensive income in the period in which they occur. The differences continue to be amortized into net periodic pension expense from accumulated other comprehensive income over the future working lifetime of eligible participants in accordance with SFAS No. 87. As a result, differences between the estimates made in the calculation of periodic pension expense and the projected pension obligation and actual experience affect stockholders’ equity in the period in which they occur but continue to be recognized as expense systematically and gradually over subsequent periods.

Northern Trust recognizes the significant impact that these pension-related assumptions have on the determination of the pension obligations and related expense and has established procedures for monitoring and setting these assumptions each year. These procedures include an annual review of actual demographic and investment experience with the pension plan’s actuaries. In addition to actual experience, adjustments to these assumptions consider observable yields on fixed income securities, known compensation trends and policies, as well as economic conditions and investment strategies that may impact the estimated long-term rate of return on plan assets.

In determining the pension expense for the U.S. plans in 2007, Northern Trust utilized a discount rate of 5.75% for both the Qualified Plan and the Nonqualified Plan. The rate of increase in the compensation level is based on a sliding scale that averaged 3.80%. The expected long-term rate of return on Qualified Plan assets was 8.25%.

In evaluating possible revisions to pension-related assumptions for the U.S. plans as of Northern Trust’s September 30, 2007 measurement date, the following events were considered:

Discount Rate: Beginning in 2007, Northern Trust estimates the discount rate for its U.S. pension plans using the weighted average of market-observed yields for high quality fixed income securities with maturities that closely match the duration of the plans’ liabilities. The yield curve models referenced by Northern Trust in establishing the discount rate supported a rate between 6.22% and 6.30%, increasing an average of 47.5 basis points over the prior year. As such, Northern Trust increased the discount rate for the Qualified and Nonqualified plans from 5.75% to 6.25% for 2008.

Prior to 2007, Northern Trust utilized the Moody’s AA Corporate Bond rate in establishing the discount rate. In 2007, this benchmark rate increased 37 basis points over the prior year to 6.03%.

Compensation Level: Based on a review of actual salary experience of eligible employees, the compensation scale assumption has been revised to a sliding scale that averaged 4.02% for 2007. This compares with the average of 3.80% used in the prior year.

Rate of Return on Plan Assets: The expected return on plan assets is based on an estimate of the long-term rate of return on plan assets, which is determined using a building block approach that considers the current asset mix and estimates of return by asset class, giving proper consideration to diversification and rebalancing. Current market factors such as inflation and interest rates are also evaluated before long-term capital market assumptions are determined. Peer data and historical returns are reviewed to check for reasonability and appropriateness. As a result of these analyses, Northern Trust’s rate of return assumption for 2008 was set at 8.25%, which is consistent with the rate used in 2007.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Mortality Table: In 2006, Northern Trust adopted the mortality table proposed by the U.S. Treasury for use in accordance with the provisions of the Pension Protection Act of 2006 (PPA) for both pre- and post-retirement mortality assumptions. This table is based on the RP2000 mortality table used by Northern Trust in 2005 but includes projections of expected future mortality. This same table was used in 2007.

In order to provide an understanding of the sensitivity of these assumptions on the expected periodic pension expense in 2008 and the projected benefit obligation, the following table is presented to show the effect of increasing or decreasing each of these assumptions by 25 basis points.

(In Millions)	25 BASIS POINT INCREASE		25 BASIS POINT DECREASE
Increase (Decrease) in 2008 Pension Expense
Discount Rate Change	(3.7	)	3.9
Compensation Level Change	1.9		(1.8	)
Rate of Return on Asset Change	(1.6	)	1.6
Increase (Decrease) in Projected Benefit Obligation
Discount Rate Change	(22.8	)	24.1
Compensation Level Change	7.5		(7.2	)

Pension Contributions: The PPA provided for an increase in the deduction limits specified by the Internal Revenue Code for contributions made by sponsors of defined benefit pension plans. This increase provided Northern Trust with the opportunity to make an additional $105.0 million contribution to the Qualified Plan, which was made in December 2006. Northern Trust contributed another $40 million to the Qualified Plan in January 2008. The investment return on these contributions decreases the U.S. pension expense. This benefit will be partially offset by the related forgone net interest income. The continuing effect of the PPA on Northern Trust’s annual contributions is not expected to be significant. The minimum required contribution is expected to be zero in 2008 and for several years thereafter. The maximum deductible contribution, which is based on a “Target Liability” under the provisions of the PPA, is estimated at $70.0 million in 2008 and is expected to be slightly lower in following years than it would have been under previous rules.

As a result of the pension-related assumptions currently utilized, the contributions to the Qualified Plan, and other actuarial experiences of the qualified and nonqualified plans, the estimated U.S. pension expense is expected to decrease by approximately $15.2 million in 2008 from 2007 expense of $35.6 million.

Purchased and Internally Developed Software. Significant portions of Northern Trust’s products and services are dependent on complex and sophisticated computer systems based primarily on purchased and internally developed software programs. Under Northern Trust’s accounting policy, purchased software and allowable internal costs, including compensation, relating to software developed for internal use are capitalized. Capitalized software is then amortized over its estimated useful life, generally ranging from 3 to 10 years. Northern Trust believes that the accounting estimate relating to the determination and ongoing review of the estimated useful lives of capitalized software is a critical accounting policy. Northern Trust has this view because rapidly changing technology can unexpectedly change software functionality, resulting in a significant change in the useful life, including a complete write-off of software applications. In addition, product changes can also render existing software obsolete requiring a write-off of the carrying value of the asset.

In order to address this risk, Northern Trust’s accounting procedures require a quarterly review of significant software applications to confirm the reasonableness of asset book values and remaining useful lives. Modifications which may result from this process are reviewed by senior management. At December 31, 2007, capitalized software totaled $476.0 million and software amortization in 2007 totaled $105.7 million.

Accounting for Structured Leasing Transactions. Through its leasing subsidiary, Norlease, Inc., Northern Trust acts as a lessor in leveraged lease transactions primarily for transportation equipment, including commercial aircraft and railroad equipment. Northern Trust’s net investment in leveraged leases is reported at the aggregate of lease payments receivable and estimated residual values, net of non-recourse debt and unearned income. Unearned income is required to be recognized in interest income in a manner that yields a level rate of return on the net investment. Determining the net investment in a leveraged lease and the interest income to be recognized requires management to make assumptions regarding the amount and timing of cash flows, estimates of residual values, and the impact of income tax regulations and rates. Changes in these assumptions in future periods could affect asset balances and related interest income.

As further described in Note 21 to the consolidated financial statements, FSP 13-2, adopted by Northern Trust on January 1, 2007, requires a recalculation of the allocation and rate of return of income from the inception of a leveraged lease if, during the lease term, the expected timing of the

20 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

income tax cash flows generated by the leveraged lease is revised.

Northern Trust has entered into certain leveraged leasing transactions commonly referred to as lease-in-lease-out (LILO) and sale-in-lease-out (SILO) transactions. The IRS is challenging the timing of tax deductions with respect to these types of transactions and proposing to assess related interest and penalties as part of its audit of federal tax returns filed from 1997-2000. The Corporation anticipates that the IRS will continue to disallow deductions relating to these leases and possibly include other lease transactions with similar characteristics as part of its audit of tax returns filed after 2000. The Corporation believes its tax treatment relating to these transactions is appropriate based on its interpretation of the tax regulations and legal precedents; a court or other judicial authority, however, could disagree. Accordingly, management’s estimates of future cash flows related to leveraged leasing transactions include assumptions about the eventual resolution of this matter, including the timing and amount of any potential payments. Due to the nature of this tax matter, it is difficult to estimate future cash flows with precision. Based on estimates relating to the outcome of future events, adoption as of January 1, 2007 reduced Northern Trust’s stockholders’ equity by $73.4 million. If a revision of management’s current assumptions is required in a future period, the impact of the revision will be recorded through earnings in the period in which the assumption changed. Management does not believe that subsequent changes that may be required in these assumptions would have a material effect on the consolidated financial position or liquidity of Northern Trust, although they could have a material effect on operating results for a particular period.

IMPLEMENTATION OF ACCOUNTING STANDARDS

Information related to new accounting pronouncements adopted during 2007 is contained in Note 21 of the consolidated financial statements on page 57.

CAPITAL EXPENDITURES

Proposed significant capital expenditures are reviewed and approved by Northern Trust’s senior management and, where appropriate, by the Board of Directors. This process is designed to assure that the major projects to which Northern Trust commits its resources produce benefits compatible with corporate strategic goals.

Capital expenditures in 2007 included ongoing enhancements to Northern Trust’s hardware and software capabilities and expansion or renovation of several existing offices. Capital expenditures for 2007 totaled $250.5 million, of which $164.0 million was for software, $48.0 million was for computer hardware and machinery, $29.7 million was for building and leasehold improvements, and $8.8 million was for furnishings. These capital expenditures are designed principally to support and enhance Northern Trust’s transaction processing, investment management, and asset servicing capabilities, as well as relationship management and client interaction. Additional capital expenditures planned for systems technology will result in future expenses for the depreciation of hardware and amortization of software. Depreciation on computer hardware and machinery and software amortization are charged to equipment and software expense. Depreciation on building and leasehold improvements and on furnishings is charged to occupancy expense and equipment expense, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

Assets Under Custody and Assets Under Management. Northern Trust, in the normal course of business, holds assets under custody, management and servicing in a fiduciary or agency capacity for its clients. In accordance with accounting principles generally accepted in the U.S., these assets are not assets of Northern Trust and are not included in its consolidated balance sheet.

Financial Guarantees and Indemnifications. Northern Trust issues financial guarantees in the form of standby letters of credit to meet the liquidity and credit enhancement needs of its clients. Standby letters of credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar transactions.

Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client defaults. To control the credit risk associated with issuing letters of credit, Northern Trust subjects such activities to the same credit quality and monitoring controls as its lending activities. Certain standby letters of credit have been secured with cash deposits or participated to others. Northern Trust is obligated to meet the entire financial obligation of these agreements and in certain cases is able to recover the amounts paid through recourse against cash deposits or other participants.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 21

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table shows the contractual amounts of standby letters of credit.

	DECEMBER 31
(In Millions)	2007		2006
Standby Letters of Credit:
Corporate	$	1,095.0	$	1,008.2
Industrial Revenue		1,102.0		1,097.1
Other		684.8		637.0
Total Standby Letters of Credit*	$	2,881.8	$	2,742.3

*These amounts include $356.7 million and $301.2 million of standby letters of credit secured by cash deposits or participated to others as of December 31, 2007 and 2006, respectively. The weighted average maturity of standby letters of credit was 23 months at December 31, 2007 and 2006.

As part of the Corporation’s securities custody activities and at the direction of clients, Northern Trust lends securities owned by clients to borrowers who are reviewed and approved by the Senior Credit Committee. In connection with these activities, Northern Trust has issued certain indemnifications to clients against loss resulting from the bankruptcy of the borrower of securities. The borrower is required to fully collateralize securities received with cash, marketable securities, or irrevocable standby letters of credit. As securities are loaned, collateral is maintained at a minimum of 100 percent of the fair value of the securities plus accrued interest, with the collateral revalued on a daily basis. The amount of securities loaned as of December 31, 2007 and 2006 subject to indemnification was $179.8 billion and $156.7 billion, respectively. Because of the credit quality of the borrowers and the requirement to fully collateralize securities borrowed, management believes that the exposure to credit loss from this activity is remote.

Northern Trust, as a member bank of Visa U.S.A., Inc., is obligated to share in potential losses resulting from certain indemnified litigation involving Visa. While the estimation of any potential losses is highly judgmental, in the fourth quarter of 2007, a $50 million liability related to Visa’s announced settlement of the portion of the litigation that involved American Express and a $100 million liability for the remaining indemnified litigation were recorded, representing a total charge of $150 million. Northern Trust’s proportionate share of the proceeds of Visa’s planned initial public offering is expected to more than offset any liabilities related to Visa litigation. Visa indemnifications are further discussed in Note 20 to the consolidated financial statements.

Variable Interests. In 1997, Northern Trust issued $150 million of Floating Rate Capital Securities, Series A, and $120 million of Floating Rate Capital Securities, Series B, through statutory business trusts wholly-owned by the Corporation (“NTC Capital I” and “NTC Capital II”, respectively). The sole assets of the trusts are Subordinated Debentures of Northern Trust Corporation that have the same interest rates and maturity dates as the corresponding distribution rates and redemption dates of the Floating Rate Capital Securities.

The outstanding principal amount of the Subordinated Debentures, net of discount, held by the trusts totaled $276.6 million as of December 31, 2007. The book value of the Series A and Series B Securities totaled $268.3 million as of December 31, 2007. Both Series A and B Securities qualify as tier 1 capital for regulatory purposes. NTC Capital I and NTC Capital II are considered variable interest entities. However, as the Corporation has determined that it is not the primary beneficiary of the trusts, they are not consolidated by the Corporation.

Northern Trust has interests in other variable interest entities which are also not consolidated as Northern Trust is not considered the primary beneficiary of these entities. Northern Trust’s interests in these entities are not considered significant and do not have a material impact on its consolidated financial position or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Risk Management. The objectives of liquidity risk management are to ensure that Northern Trust can meet its cash flow requirements and capitalize on business opportunities on a timely and cost effective basis. Management monitors the liquidity position on a daily basis to make funds available at a minimum cost to meet loan and deposit cash flows. The liquidity profile is also structured so that the capital needs of the Corporation and its banking subsidiaries are met. Management maintains a detailed liquidity contingency plan designed to adequately respond to dramatic changes in market conditions.

Liquidity is secured by managing the mix of items on the balance sheet and expanding potential sources of liquidity. The balance sheet sources of liquidity include the short-term money market portfolio, unpledged available for sale securities, maturing loans, and the ability to securitize a portion of the loan portfolio. Further, liquidity arises from the diverse funding base and the fact that a significant portion of funding comes from clients that have other relationships with Northern Trust.

A significant source of liquidity is the ability to draw funding from both U.S. and non-U.S. markets. As of December 31, 2007, the Bank’s senior long-term debt is rated AA- by Standard & Poor’s, Aa3 by Moody’s Investors Service, and AA- by Fitch. These ratings allow the Bank to access capital markets on favorable terms.

22 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Northern Trust maintains a liquid balance sheet with loans representing only 37% of total assets. Further, at December 31, 2007, there was a significant liquidity reserve on the consolidated balance sheet in the form of cash and due from banks, securities available for sale, and money market assets, which in aggregate totaled $36.7 billion or 54% of total assets.

The Corporation’s uses of cash consist mainly of dividend payments to the Corporation’s stockholders, the payment of principal and interest to note holders, purchases of its common stock and acquisitions. These cash needs are met largely by dividend payments from its subsidiaries, and by interest and dividends earned on investment securities and money market assets. Bank subsidiary dividends are subject to certain restrictions that are explained in Note 29 to the consolidated financial statements on pages 70 and 71. Bank subsidiaries have the ability to pay dividends during 2008 equal to their 2008 eligible net profits plus $779.4 million. The Corporation’s liquidity, defined as the amount of marketable assets in excess of commercial paper, was strong at $386.0 million at year-end 2007 and $257.9 at year-end 2006. The cash flows of the Corporation are shown in Note 33 to the consolidated financial statements on page 76. The Corporation also has available a $150 million revolving line of credit.

The following table shows Northern Trust’s contractual obligations at December 31, 2007.

CONTRACTUAL OBLIGATIONS

	PAYMENT DUE BY PERIOD
(In Millions)	TOTAL		ONE YEAR AND LESS		1-3 YEARS			4-5 YEARS		OVER 5 YEARS
Senior Notes*	$	653.9	$	–	$	199.7		$	454.2	$	–
Subordinated Debt*		1,155.6		100.0		200.0			150.0		705.6
Federal Home Loan Bank Borrowings*		1,515.0		354.9		330.0			595.0		235.1
Floating Rate Capital Debt*		278.4		–		–			–		278.4
Capital Lease Obligations**		38.9		2.9		(35.4	)		15.7		55.7
Operating Leases**		722.5		65.7		124.1			111.4		421.3
Purchase Obligations***		93.1		64.1		27.8			1.0		.2
Total Contractual Obligations	$	4,457.4	$	587.6	$	846.2		$	1,327.3	$	1,696.3

Note: Obligations as shown do not include deposit liabilities or interest requirements on funding sources.

* Refer to Notes 12 and 13 to the consolidated financial statements for further details.

** Refer to Note 9 to the consolidated financial statements for further details.

*** Purchase obligations consist primarily of ongoing operating costs related to outsourcing arrangements for certain cash management services and the support and maintenance of the Corporation’s technological requirements. Certain obligations are in the form of variable rate contracts and, in some instances, 2007 activity was used as a base to project future obligations.

Capital Management. One of management’s primary objectives is to maintain a strong capital position to merit and maintain the confidence of clients, the investing public, bank regulators and stockholders. A strong capital position helps Northern Trust take advantage of profitable investment opportunities and withstand unforeseen adverse developments. In 2007, capital levels were strengthened as average common equity increased 10% or $377.5 million reaching a record $4.51 billion at year-end. This increase in capital was accomplished while paying common dividends and purchasing shares under the Corporation’s share buyback program. The Corporation paid common dividends totaling $219.5 million in 2007 and, in October 2007, the Board of Directors increased the quarterly dividend by 12% to $.28 per common share. The common dividend has increased 65% from its level five years ago. During 2007, the Corporation purchased over 3.2 million of its own common shares at a cost of $218.9 million as part of the share buyback program. The buyback program is used for general corporate purposes, including management of the Corporation’s capital level. Under the share buyback program, the Corporation may purchase up to 8.7 million additional shares after December 31, 2007.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 23

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL ADEQUACY	DECEMBER 31
($ In Millions)	2007			2006
TIER 1 CAPITAL
Common Stockholders’ Equity	$	4,509		$	3,944
Floating Rate Capital Securities		268			268
Goodwill and Other Intangible Assets		(529	)		(548	)
Pension and Other Postretirement Benefit Adjustments		80			174
Other		31			(8	)
Total Tier 1 Capital		4,359			3,830
TIER 2 CAPITAL
Reserve for Credit Losses Assigned to Loans and Leases		148			140
Off-Balance Sheet Credit Loss Reserve		12			11
Reserves Against Identified Losses		(11	)		(20	)
Long-Term Debt*		830			714
Total Tier 2 Capital		979			845
Total Risk-Based Capital	$	5,338		$	4,675
Risk-Weighted Assets**	$	44,852		$	39,209
Total Assets – End of Period (EOP)	$	67,611		$	60,712
Average Fourth Quarter Assets**		64,255			56,751
Total Loans – EOP		25,340			22,610
RATIOS
Risk-Based Capital Ratios
Tier 1		9.7	%		9.8	%
Total (Tier 1 and Tier 2)		11.9			11.9
Leverage		6.8			6.7
COMMON STOCKHOLDERS’ EQUITY TO
Total Loans EOP		17.8	%		17.4	%
Total Assets EOP		6.7			6.5

* Long-Term Debt that qualifies for risk-based capital amortizes for the purpose of inclusion in tier 2 capital during the five years before maturity.

** Assets have been adjusted for goodwill and other intangible assets, net unrealized (gain) loss on securities and excess reserve for credit losses that have been excluded from tier 1 and tier 2 capital, if any.

The 2007 capital levels reflect Northern Trust’s ongoing retention of earnings to allow for strategic expansion while maintaining a strong balance sheet. The Corporation’s capital supported risk-weighted asset growth of 14% in 2007 with all of its capital ratios well above the ratios that are a requirement for regulatory classification as “well-capitalized”. At December 31, 2007, the Corporation’s tier 1 capital was 9.7% and total capital was 11.9% of risk-weighted assets. The “well-capitalized” minimum ratios are 6.0% and 10.0%, respectively. The Corporation’s leverage ratio (tier 1 capital to fourth quarter average assets) of 6.8% is also well above the “well-capitalized” minimum requirement of 5.0%. In addition, each of the Corporation’s U.S. subsidiary banks had a ratio of at least 8.2% for tier 1 capital, 11.2% for total risk-based capital, and 5.5% for the leverage ratio.

RISK MANAGEMENT

Asset Quality and Credit Risk Management – Securities. Northern Trust maintains a high quality securities portfolio, with 93% of the total portfolio at December 31, 2007 composed of U.S. Treasury and government sponsored agency securities, Federal Home Loan Bank and Federal Reserve Bank stock, and triple-A rated asset-backed securities and obligations of states and political subdivisions. The remaining portfolio was composed of asset-backed securities, obligations of states and political subdivisions, and other securities, of which 2% were rated double-A and 5% were not rated by Standard and Poor’s or Moody’s Investors Service. Asset-backed securities held at December 31, 2007 were predominantly floating rate, with average lives less than 5 years, and 95% were rated triple-A with the remaining 5% rated double-A.

Northern Trust is an active participant in the repurchase agreement market. This market provides a relatively low cost alternative for short-term funding. Securities purchased under agreements to resell and securities sold under agreements to repurchase are recorded at the amounts at which the securities were acquired or sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities purchased or sold is continuously

24 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. It is Northern Trust’s policy to take possession of securities purchased under agreements to resell. Securities sold under agreements to repurchase are held by the counterparty until the repurchase transaction matures.

Loans and Other Extensions of Credit. Credit risk is inherent in Northern Trust’s various lending activities. Northern Trust focuses its lending efforts on clients who are looking to build a full range of financial services. Credit risk is managed through the Credit Policy function, which is designed to assure adherence to a high level of credit standards. Credit Policy reports to the Corporation’s Head of Corporate Risk Management. Credit Policy provides a system of checks and balances for Northern Trust’s diverse credit-related activities by establishing and monitoring all credit-related policies and practices throughout Northern Trust and assuring their uniform application. These activities are designed to diversify credit exposure on an industry and client basis, thus lessening overall credit risk. These credit management activities also apply to Northern Trust’s use of derivative financial instruments, including foreign exchange contracts and interest risk management instruments.

Individual credit authority for commercial and other loans is limited to specified amounts and maturities. Credit decisions involving commitment exposure in excess of the specified individual limits are submitted to the appropriate Credit Approval Committee (Committee). Each Committee is chaired by the executive in charge of the area or their designee and has a Credit Policy officer as a voting participant. Each Committee’s credit approval authority is specified, based on commitment levels, credit ratings and maturities. Credits involving commitment exposure in excess of these limits require the approval of the Senior Credit Committee.

The Counterparty Risk Management Committee established by Credit Policy manages counterparty risk. This committee has sole credit authority for exposure to all non-U.S. banks, certain U.S. banks which Credit Policy deems to be counterparties and which do not have commercial credit relationships within the Corporation, and certain other exposures.

Under the auspices of Credit Policy, country exposure limits are reviewed and approved on a country-by-country basis.

As part of Northern Trust’s ongoing credit granting process, internal ratings are assigned to each client and credit before credit is extended, based on an assessment of creditworthiness. Credit Policy performs, at least annually, a review of selected significant credit exposures to identify, at an early stage, clients who might be facing financial difficulties. Internal credit ratings are also reviewed during this process. Above average risk loans receive special attention by both lending officers and Credit Policy. This approach allows management to take remedial action in an effort to deal with potential problems.

An integral part of the Credit Policy function is a formal review of past due and potential problem loans to determine which credits, if any, need to be placed on nonaccrual status or charged off. As more fully described on pages 30 through 32, the provision for credit losses is reviewed quarterly to determine the amount necessary to maintain an adequate reserve for credit losses.

A further way in which credit risk is managed is by requiring collateral. Management’s assessment of the borrower’s creditworthiness determines whether collateral is obtained. The amount and type of collateral held varies but may include deposits held in financial institutions, U.S. Treasury securities, other marketable securities, income-producing commercial properties, accounts receivable, property, plant and equipment, and inventory. Collateral values are monitored on a regular basis to ensure that they are maintained at an appropriate level.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 25

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The largest component of credit risk relates to the loan portfolio. In addition, credit risk is inherent in certain contractual obligations such as legally binding unfunded commitments to extend credit, commercial letters of credit, and standby letters of credit. These contractual obligations and arrangements are discussed in Note 27, “Off-Balance Sheet Financial Instruments,” to the consolidated financial statements and are presented in the tables that follow.

COMPOSITION OF LOAN PORTFOLIO	DECEMBER 31
(In Millions)	2007		2006		2005		2004		2003
U.S.
Residential Real Estate	$	9,171.0	$	8,674.4	$	8,340.5	$	8,095.3	$	7,975.3
Commercial		5,556.4		4,679.1		3,545.3		3,217.9		3,412.3
Commercial Real Estate		2,350.3		1,836.3		1,524.3		1,307.5		1,297.1
Personal		3,850.8		3,415.8		2,961.3		2,927.2		2,699.9
Other		969.1		979.2		797.8		609.7		743.9
Lease Financing		1,168.4		1,291.6		1,194.1		1,221.8		1,228.0
Total U.S.	$	23,066.0	$	20,876.4	$	18,363.3	$	17,379.4	$	17,356.5
Non-U.S.		2,274.1		1,733.3		1,605.2		563.3		457.3
Total Loans and Leases	$	25,340.1	$	22,609.7	$	19,968.5	$	17,942.7	$	17,813.8

SUMMARY OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS WITH CONTRACT AMOUNTS THAT REPRESENT CREDIT RISK	DECEMBER 31
(In Millions)	2007		2006
Unfunded Commitments to Extend Credit
One Year and Less	$	6,327.6	$	6,008.9
Over One Year		15,796.7		13,969.3
Total	$	22,124.3	$	19,978.2
Standby Letters of Credit		2,881.8		2,742.3
Commercial Letters of Credit		35.9		28.2
Custody Securities Lent with Indemnification		179,779.5		156,697.3

UNFUNDED COMMITMENTS TO EXTEND CREDIT AT DECEMBER 31, 2007

BY INDUSTRY SECTOR

(In Millions)	COMMITMENT EXPIRATION
Industry Sector	TOTAL COMMITMENTS		ONE YEAR AND LESS		OVER ONE YEAR		OUTSTANDING LOANS
Finance and Insurance	$	2,127.5	$	869.7	$	1,257.8	$	398.8
Holding Companies		255.9		140.6		115.3		209.5
Manufacturing		4,666.0		394.1		4,271.9		1,160.4
Mining		182.9		37.3		145.6		47.9
Public Administration		27.6		10.9		16.7		383.7
Retail Trade		676.4		65.7		610.7		184.2
Security and Commodity Brokers		109.1		60.0		49.1		19.4
Services		3,675.4		1,339.9		2,335.5		2,411.3
Transportation and Warehousing		416.9		113.2		303.7		103.6
Utilities		513.8		3.2		510.6		95.8
Wholesale Trade		675.9		96.9		579.0		391.7
Other Commercial		266.6		58.2		208.4		150.1
Total Commercial*	$	13,594.0	$	3,189.7	$	10,404.3	$	5,556.4
Residential Real Estate		2,344.4		297.7		2,046.7		9,171.0
Commercial Real Estate		620.9		156.3		464.6		2,350.3
Personal		4,768.9		2,115.3		2,653.6		3,850.8
Other		430.1		384.7		45.4		969.1
Lease Financing		–		–		–		1,168.4
Non-U.S.		366.0		183.9		182.1		2,274.1
Total	$	22,124.3	$	6,327.6	$	15,796.7	$	25,340.1

* Commercial industry sector information is presented on the basis of the North American Industry Classification System (NAICS).

26 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Although credit exposure is well diversified, there are certain groups of credits that meet the accounting definition of credit risk concentrations under SFAS No. 107. According to this standard, group concentrations of credit risk exist if a number of borrowers or other counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The fact that a credit exposure falls into one of these groups does not necessarily indicate that the credit has a higher than normal degree of credit risk. These groups are: residential real estate, banks and bank holding companies, commercial real estate and commercial aircraft leases.

Residential Real Estate. The residential real estate loan portfolio is primarily composed of mortgages to clients with whom Northern Trust is seeking to establish a comprehensive financial services relationship. At December 31, 2007, residential real estate loans totaled $9.2 billion or 40% of total U.S. loans at December 31, 2007, compared with $8.7 billion or 42% at December 31, 2006. All mortgages were underwritten utilizing Northern Trust’s stringent credit standards. Residential real estate loans consist of conventional home mortgages and equity credit lines, which generally require a loan to collateral value of no more than 75% to 80% at inception.

Of the total $9.2 billion in residential real estate loans, $3.5 billion were in the greater Chicago area with the remainder distributed throughout the other geographic regions within the U.S. served by Northern Trust. Legally binding commitments to extend residential real estate credit, which are primarily equity credit lines, totaled $2.3 billion and $2.1 billion at December 31, 2007 and 2006, respectively.

Banks and Bank Holding Companies. On-balance sheet credit risk to banks and bank holding companies, both U.S. and non-U.S., consists primarily of short-term money market assets, which totaled $25.1 billion and $16.8 billion at December 31, 2007 and December 31, 2006, respectively, and noninterest-bearing demand balances maintained at correspondent banks, which totaled $3.7 billion and $4.7 billion at December 31, 2007 and December 31, 2006, respectively.

Credit risk associated with banks and bank holding companies is managed by committees within the Credit Policy function which approve and monitor U.S. and non-U.S bank exposures. Credit limits are also established by these committees through a review process that includes an internally prepared financial analysis, use of an internal rating system and consideration of external ratings from rating agencies. Northern Trust places deposits with banks that have high internal and external credit ratings and the average life to maturity of deposits with banks is maintained on a short-term basis in order to respond quickly to changing credit conditions.

Northern Trust also provides commercial financing to banks and bank holding companies with which it has a substantial business relationship. Northern Trust’s outstanding lending exposure to these entities, primarily U.S. bank holding companies located in the Greater Midwest, was not considered material to its consolidated financial position as of December 31, 2007 or 2006.

Commercial Real Estate. In managing its credit exposure, management has defined a commercial real estate loan as one where: (1) the borrower’s principal business activity is the acquisition or the development of real estate for commercial purposes; (2) the principal collateral is real estate held for commercial purposes, and loan repayment is expected to flow from the operation of the property; or (3) the loan repayment is expected to flow from the sale or refinance of real estate as a normal and ongoing part of the business. Unsecured lines of credit to firms or individuals engaged in commercial real estate endeavors are included without regard to the use of loan proceeds. The commercial real estate portfolio consists of interim loans and commercial mortgages.

Short-term interim loans provide financing for the initial phases of the acquisition or development of commercial real estate, with the intent that the borrower will refinance the loan through another financial institution or sell the project upon its completion. The interim loans are primarily in those markets where Northern Trust has a strong presence and a thorough knowledge of the local economy. The interim loans, which totaled $511.5 million and $591.4 million as of December 31, 2007 and 2006, respectively, are composed primarily of loans to developers that are highly experienced and well known to Northern Trust.

Commercial mortgage financing, which totaled $1.9 billion and $1.2 billion as of December 31, 2007 and 2006, respectively, is provided for the acquisition of income producing properties. Cash flows from the properties generally are sufficient to amortize the loan. These loans average less than $1 million each and are primarily located in the suburban Chicago and Florida markets.

At December 31, 2007, legally binding commitments to extend credit and standby letters of credit to commercial real estate developers totaled $620.9 million and $57.6 million, respectively. At December 31, 2006, legally binding commitments were $520.4 million and standby letters of credit were $34.1 million.

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Commercial Aircraft Leases. Through its leasing subsidiary, Norlease, Inc., Northern Trust has entered into leveraged lease transactions involving commercial aircraft totaling $262.9 million, which are a part of the $1.2 billion lease financing portfolio at December 31, 2007. $143.7 million of the leveraged leases involve aircraft leases to non-U.S. airlines, where the leases are fully backed by a combination of pledged marketable securities and/or guarantees from either a U.S. based “AA” rated insurance company or a large U.S.-based banking institution. $7.4 million represents leases to U.S.-based airlines; $64.0 million to commercial transport companies; $30.9 million to an “A” rated U.S.-based aircraft component manufacturer; and the balance of $16.9 million for commuter aircraft leases, which are guaranteed by aircraft manufacturers or by sovereign entities.

Non-U.S. Outstandings. As used in this discussion, non-U.S. outstandings are cross-border outstandings as defined by the Securities and Exchange Commission. They consist of loans, acceptances, interest-bearing deposits with financial institutions, accrued interest and other monetary assets. Not included are letters of credit, loan commitments, and non-U.S. office local currency claims on residents funded by local currency liabilities. Non-U.S. outstandings related to a specific country are net of guarantees given by third parties resident outside the country and the value of tangible, liquid collateral held outside the country. However, transactions with branches of non-U.S. banks are included in these outstandings and are classified according to the country location of the non-U.S. banks’ head office.

Short-term interbank time deposits with non-U.S. banks represent the largest category of non-U.S. outstandings. Northern Trust actively participates in the interbank market with U.S. and non-U.S. banks. International commercial lending activities also include import and export financing for U.S.-based clients.

Northern Trust places deposits with non-U.S. counterparties that have high internal (Northern Trust) and external credit ratings. These non-U.S. banks are approved and monitored by Northern Trust’s Counterparty Risk Management Committee, which has credit authority for exposure to all non-U.S. banks and employs a review process that results in credit limits. This process includes financial analysis of the non-U.S. banks, use of an internal rating system and consideration of external ratings from rating agencies. Each counterparty is reviewed at least annually. Separate from the entity-specific review process, the average life to maturity of deposits with non-U.S. banks is deliberately maintained on a short-term basis in order to respond quickly to changing credit conditions. Additionally, the Committee performs a country-risk analysis and imposes limits to country exposure. The following table provides information on non-U.S. outstandings by country that exceed 1.00% of Northern Trust’s assets.

28 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NON-U.S. OUTSTANDINGS

(In Millions)	BANKS		COMMERCIAL AND OTHER		TOTAL
At December 31, 2007
France	$	2,982	$	1	$	2,983
United Kingdom		2,693		109		2,802
Canada		1,905		12		1,917
Netherlands		1,527		188		1,715
Belgium		1,540		8		1,548
Germany		1,499		2		1,501
Australia		1,316		19		1,335
Spain		1,004		1		1,005
Switzerland		967		4		971
Sweden		877		3		880
Ireland		522		309		831
Singapore		779		2		781
Channel Islands & Isle of Man		666		21		687
At December 31, 2006
France	$	3,187	$	1	$	3,188
United Kingdom		2,176		52		2,228
Netherlands		1,313		219		1,532
Ireland		654		374		1,028
Hong Kong		951		–		951
Belgium		871		13		884
Germany		791		3		794
Sweden		727		2		729
At December 31, 2005
France	$	1,727	$	1	$	1,728
United Kingdom		1,636		29		1,665
Italy		1,152		–		1,152
Ireland		561		510		1,071
Germany		837		–		837
Canada		729		11		740
Belgium		733		–		733
Switzerland		645		10		655

Countries whose aggregate outstandings totaled between .75% and 1.00% of total assets were as follows: Denmark with aggregate outstandings of $593 million at December 31, 2007, Canada with aggregate outstandings of $489 million at December 31, 2006, and Netherlands with aggregate outstandings of $432 million at December 31, 2005.

NONPERFORMING ASSETS	DECEMBER 31
(In Millions)	2007		2006		2005		2004		2003
Nonaccrual Loans
U.S.
Residential Real Estate	$	5.8	$	8.1	$	5.0	$	2.8	$	4.5
Commercial		10.4		18.8		16.1		29.5		75.3
Commercial Real Estate		–		–		–		.1		.1
Personal		7.0		7.6		8.7		.5		.1
Non-U.S.		–		1.2		1.2		–		–
Total Nonaccrual Loans		23.2		35.7		31.0		32.9		80.0
Other Real Estate Owned		6.1		1.4		.1		.2		.3
Total Nonperforming Assets	$	29.3	$	37.1	$	31.1	$	33.1	$	80.3
90 Day Past Due Loans Still Accruing	$	8.6	$	24.6	$	29.9	$	9.9	$	21.0

Nonperforming Assets and 90 Day Past Due Loans. Nonperforming assets consist of nonaccrual loans and Other Real Estate Owned (OREO). OREO is comprised of commercial and residential properties acquired in partial or total satisfaction of problem loans. Past due loans are loans that are delinquent 90 days or more and still accruing interest. The level of 90 day past due loans at any reporting period can

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 29

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

fluctuate widely based on the timing of cash collections, renegotiations and renewals.

Maintaining a low level of nonperforming assets is important to the ongoing success of a financial institution. In addition to the negative impact on both net interest income and credit losses, nonperforming assets also increase operating costs due to the expense associated with collection efforts. Northern Trust’s comprehensive credit review and approval process is a critical part of its ability to minimize nonperforming assets on a long-term basis.

The previous table presents the nonperforming assets and past due loans for the current and prior four years. Of the total loan portfolio of $25.3 billion at December 31, 2007, $23.2 million, or .09%, was nonaccrual, compared with $35.7 million, or .16%, at December 31, 2006.

Included in the portfolio of nonaccrual loans are those loans that meet the criteria of being “impaired.” A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. As of December 31, 2007, impaired loans, all of which have been classified as nonaccrual, totaled $19.4 million. These loans had $10.8 million of the reserve for credit losses allocated to them.

Provision and Reserve for Credit Losses. Changes in the reserve for credit losses were as follows:

(In Millions)	2007			2006			2005
Balance at Beginning of Year	$	151.0		$	136.0		$	139.3
Charge-Offs		(9.7	)		(1.8	)		(7.6	)
Recoveries		.9			1.6			1.8
Net Charge-Offs		(8.8	)		(.2	)		(5.8	)
Provision for Credit Losses		18.0			15.0			2.5
Effect of Foreign Exchange Rates		–			.2			–
Balance at End of Year	$	160.2		$	151.0		$	136.0

The provision for credit losses is the charge to current earnings that is determined by management, through a disciplined credit review process, to be the amount needed to maintain a reserve that is sufficient to absorb probable credit losses that have been identified with specific borrower relationships (specific loss component) and for probable losses that are believed to be inherent in the loan and lease portfolios, unfunded commitments, and standby letters of credit (inherent loss component). The following table shows (1) the specific portion of the reserve, (2) the allocated portion of the inherent reserve and its components by loan category and (3) the unallocated portion of the reserve at December 31, 2007 and each of the prior four year-ends.

ALLOCATION OF THE RESERVE FOR CREDIT LOSSES

	DECEMBER 31
	2007				2006				2005				2004				2003
($ In Millions)	RESERVE AMOUNT		PERCENT OF LOANS TO TOTAL LOANS		RESERVE AMOUNT		PERCENT OF LOANS TO TOTAL LOANS		RESERVE AMOUNT		PERCENT OF LOANS TO TOTAL LOANS		RESERVE AMOUNT		PERCENT OF LOANS TO TOTAL LOANS		RESERVE AMOUNT		PERCENT OF LOANS TO TOTAL LOANS
Specific Reserve	$	10.8	–	%	$	19.6	–	%	$	20.3	–	%	$	24.0	–	%	$	37.0	–	%
Allocated Inherent Reserve
Residential Real Estate		13.6	36			13.4	38			12.4	42			11.6	45			11.9	45
Commercial		64.1	22			55.0	21			48.3	18			49.9	18			60.9	19
Commercial Real Estate		28.4	9			21.5	8			17.7	7			17.1	7			16.8	7
Personal		6.2	15			5.9	15			6.1	15			5.5	16			5.2	15
Other		–	4			–	4			–	4			–	4			–	4
Lease Financing		3.6	5			3.7	6			3.9	6			4.5	7			4.3	7
Non-U.S.		7.4	9			6.6	8			2.9	8			1.6	3			1.6	3
Total Allocated Inherent Reserve	$	123.3	100	%	$	106.1	100	%	$	91.3	100	%	$	90.2	100	%	$	100.7	100	%
Unallocated Inherent Reserve		26.1	–			25.3	–			24.4	–			25.1	–			19.5	–
Total Reserve for Credit Losses	$	160.2	100	%	$	151.0	100	%	$	136.0	100	%	$	139.3	100	%	$	157.2	100	%
Reserve Assigned to:
Loans and Leases	$	148.1			$	140.4			$	125.4			$	130.7			$	149.2
Unfunded Commitments and Standby Letters of Credit		12.1				10.6				10.6				8.6				8.0
Total Reserve for Credit Losses	$	160.2			$	151.0			$	136.0			$	139.3			$	157.2

30 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Specific Component of the Reserve. The specific component of the reserve is determined on a loan-by-loan basis as part of the regular review of impaired loans and potential charge-offs. The specific reserve is based on a loan’s current book value compared with the present value of its projected future cash flows, collateral value or market value, as is relevant for the particular loan.

At December 31, 2007, the specific reserve component amounted to $10.8 million compared with $19.6 million at the end of 2006. The $8.8 million decrease reflects reductions due to principal repayments received and charge-offs.

The decrease in the specific loss component of the reserve from $20.3 million in 2005 to $19.6 million in 2006 reflects principal repayments received, offset in part by increased reserves on loans that were classified to nonperforming.

Allocated Inherent Component of the Reserve. The allocated portion of the inherent reserve is based on management’s review of historical charge-off experience as well as its judgment regarding the performance of loans in each credit rating category over a period of time that management determines is adequate to reflect longer-term economic trends. One building block in reaching the appropriate allocated inherent reserve is an analysis of loans by credit rating categories. Credit ratings are determined by members of the Credit Policy function, which is independent of business unit management, at the time each loan is approved. These credit ratings are then subject to periodic reviews by Credit Policy. Credit ratings range from “1” for the strongest credits to “9” for the weakest credits; a “9” rated loan would normally represent a complete loss.

Several factors are considered by management in determining the level of the allocated inherent component of the reserve. One of the factors is the historical loss ratio for each credit rating category over the prior five years. The historical loss ratios are evaluated by management and adjusted based on current facts and circumstances. The historical loss factors on higher-risk loans, those rated “5” through “8”, are also refined by considering the current economic environment and regulatory guidelines in order to provide a more consistent and reliable method for taking account of credit trends in measuring loss exposure.

Management also maintains a reserve for the commercial, commercial real estate and non-U.S. segments of the portfolio that have credit ratings from “1” through “4”, in order to measure the loss estimated to be inherent in these riskier segments. Because of the higher degree of uncertainty in these portfolios and Northern Trust’s historical experience, which includes significant losses related to a small number of loans over brief periods of time, management believes it appropriate to maintain a reserve higher than recent charge-off experience would suggest. This is intended to prevent an understatement of reserves based upon over-reliance on more favorable economic conditions included in the historic look-back period.

The allocated inherent component of the reserve also covers the credit exposure associated with undrawn loan commitments and standby letters of credit. To determine the exposure on these instruments, management uses conversion rates used in risk-based capital calculations to determine the balance sheet equivalent amount and assigns a loss factor based on the methodology utilized for outstanding loans.

The allocated portion of the inherent reserve increased $17.2 million to $123.3 million at December 31, 2007, compared with $106.1 million at December 31, 2006, which in turn increased $14.8 million from $91.3 million at December 31, 2005. The increases in this component of the reserve for both years is attributable primarily to growth in the commercial loan portfolio.

Unallocated Inherent Component of the Reserve. The unallocated portion of the inherent loss reserve is based on management’s review of other factors affecting the determination of probable inherent losses which are not necessarily captured by the application of historical loss ratios. This portion of the reserve analysis involves the exercise of judgment and reflects considerations such as management’s view that the reserve should have a margin that recognizes the imprecision inherent in the process of estimating expected credit losses. The unallocated inherent portion of the reserve at year-end was $26.1 million compared with $25.3 million at December 31, 2006.

Other Factors. The total amount of the two highest risk loan groupings, those rated “7” and “8” (based on Northern Trust’s internal rating scale, which closely parallels that of the banking regulators), decreased $19 million to $63 million, of which $19.4 million was classified as impaired. This compares with $82 million last year-end when $31.9 million was classified as impaired. The decrease in 2007 primarily reflects principal repayments received and charge-offs. There were no “9” rated loans reported at any time during the periods because loans are charged-off when they are so rated. At December 31, 2007, these highest risk loans represented .25% of outstanding loans.

Overall Reserve. In establishing the overall reserve level, management considers that 36% of the loan portfolio consists of lower risk residential mortgage loans. The evaluation of the factors above resulted in a reserve for credit losses of $160.2 million at December 31, 2007 compared with $151.0 million at the end of 2006. The reserve of $148.1 million assigned to

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loans and leases, as a percentage of total loans and leases, was .58% at December 31, 2007, compared with .62% at December 31, 2006. The increase in the reserve level reflects growth in the commercial loan portfolio and the migration of certain loans to higher risk credit ratings, partially offset by repayments received on lower rated loans.

Reserves assigned to unfunded loan commitments and standby letters of credits totaled $12.1 million and $10.6 million at December 31, 2007 and December 31, 2006, respectively, and are included in other liabilities in the consolidated balance sheet.

Provision. The provision for credit losses was $18.0 million for 2007 and net charge-offs totaled $8.8 million. This compares with a $15.0 million provision for credit losses and net charge-offs of $0.2 million in 2006 and a $2.5 million provision for credit losses and net charge-offs of $5.8 million in 2005.

MARKET RISK MANAGEMENT

Overview. To ensure adherence to Northern Trust’s interest rate and foreign exchange risk management policies, the Corporate Asset and Liability Policy Committee (ALCO) establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates and foreign currency exchange rates. The guidelines apply to both on- and off- balance sheet positions. The goal of the ALCO process is to maximize earnings while maintaining a high quality balance sheet and carefully controlling interest rate and foreign exchange risk.

Asset/Liability Management. Asset/liability management activities include lending, accepting and placing deposits, investing in securities, issuing debt, and hedging interest rate and foreign exchange risk with derivative financial instruments. The primary market risk associated with asset/liability management activities is interest rate risk and, to a lesser degree, foreign exchange risk.

Interest Rate Risk Management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed so that movements of interest rates on assets and liabilities (adjusted for off-balance sheet hedges) are highly correlated which allows Northern Trust’s interest-bearing assets and liabilities to contribute to earnings even in periods of volatile interest rates.

Northern Trust utilizes the following measurement techniques in the management of interest rate risk: simulation of earnings; simulation of the economic value of equity; and gap analysis. These three techniques are complementary and are used in concert to provide a comprehensive interest rate risk management capability.

Simulation of earnings is the primary tool used to measure the sensitivity of earnings to interest rate changes. Using modeling techniques, Northern Trust is able to measure the potential impact of different interest rate assumptions on pre-tax earnings. The model includes U.S. dollar-based on-balance sheet positions, as well as derivative financial instruments (principally interest rate swaps) that are used to manage interest rate risk.

Northern Trust used model simulations as of December 31, 2007 to measure its earnings sensitivity relative to management’s most likely interest rate scenarios for the following year. Management’s most likely 2008 interest rate scenario has the current inverted yield curve shifting to an upward sloping yield curve by the end of the year; rates are assumed to decline into the second quarter, and in the second half of the year, short-term rates are assumed to flatten and longer term rates are assumed to increase. The interest sensitivity was tested by running alternative scenarios above and below the most likely interest rate outcome. The following table shows the estimated impact on 2008 pre-tax earnings of 100 and 200 basis point upward and downward movements in interest rates relative to management’s most likely interest rate scenarios. Each of the movements in interest rates was assumed to have occurred gradually over a one-year period. The 100 basis point increase, for example, consisted of twelve consecutive monthly increases of 8.3 basis points. The following assumptions were also incorporated into the model simulations:

Ÿ the balance sheet size was assumed to remain constant over the one-year simulation horizon;

Ÿ maturing assets and liabilities were replaced on the balance sheet with the same terms;

Ÿ prepayments on mortgage loans were projected under each rate scenario using a mortgage analytics system that incorporated market prepayment assumptions; and

Ÿ changes in the spreads between retail deposit rates and asset yields were estimated based on historical patterns and current competitive trends.

32 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTEREST RATE RISK SIMULATION OF PRE-TAX

INCOME AS OF DECEMBER 31, 2007

(In Millions)	ESTIMATED IMPACT ON 2008 PRE-TAX INCOME INCREASE/(DECREASE)
INCREASE IN INTEREST RATES ABOVE MANAGEMENT’S INTEREST RATE FORECAST
100 Basis Points	$	(10.6	)
200 Basis Points		(22.8	)
DECREASE IN INTEREST RATES BELOW MANAGEMENT’S INTEREST RATE FORECAST
100 Basis Points	$	6.8
200 Basis Points		10.5

The simulations of earnings do not incorporate any management actions that might moderate the negative consequences of actual interest rate deviations. For that reason and others, they do not reflect likely actual results but serve as conservative estimates of interest rate risk.

A second technique used to measure interest rate risk is simulation of the economic value of equity, which is defined as the present value of assets minus the present value of liabilities net of the value of instruments that are used to manage the interest rate risk of balance sheet items. This measurement of interest rate risk provides estimates of the potential future impact on the economic value of equity of various changes in interest rates. The potential effect of interest rate changes on economic equity is derived from the impact of such changes on the market values of assets, liabilities and off-balance sheet instruments. Northern Trust limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs.

The third technique that is used to measure interest rate risk is gap analysis. The calculation of the interest sensitivity gap measures the timing mismatches between assets and liabilities. This interest sensitivity gap is determined by subtracting the amount of liabilities from the volume of assets that reprice or mature in a particular time interval. A liability sensitive position results when more liabilities than assets reprice or mature within a given period. Under this scenario, as interest rates decline, increased net interest income will be generated. Conversely, an asset sensitive position results when more assets than liabilities reprice within a given period; in this instance, net interest income would benefit from an increasing interest rate environment. The economic impact of a liability or asset sensitive position depends on the magnitude of actual changes in interest rates relative to the current expectations of market price participants. Northern Trust utilizes interest rate risk gap analysis to measure and limit the interest rate risk of its assets and liabilities denominated in non-U.S. currencies.

A variety of actions may be used to implement risk management strategies including:

Ÿ purchases of securities;

Ÿ sales of securities that are classified as available for sale;

Ÿ sales of held for sale residential real estate loans;

Ÿ issuance of senior notes and subordinated notes;

Ÿ collateralized borrowings from the Federal Home Loan Bank;

Ÿ placing and taking Eurodollar time deposits; and

Ÿ hedging with various types of derivative financial instruments.

Northern Trust strives to use the most effective instruments for implementing its interest risk management strategies, considering the costs, liquidity, collateral and capital requirements of the various alternatives.

Foreign Exchange Risk Management. Northern Trust is exposed to non-trading foreign exchange risk as a result of its holdings of non-U.S. dollar denominated assets and liabilities, investment in non-U.S. subsidiaries, and other transactions in non-U.S. dollar currencies. To manage non-trading foreign exchange volatility and minimize the earnings impact of translation gains and losses, Northern Trust utilizes non-U.S. dollar denominated liabilities to fund non-U.S. dollar denominated net assets. If those currency offsets do not exist on the balance sheet, Northern Trust will use various foreign exchange derivative contracts to mitigate its currency exposure.

Foreign Exchange Trading. Foreign exchange trading activities consist principally of providing foreign exchange services to clients. Most of these services are provided in connection with Northern Trust’s growing global custody business. However, in the normal course of business Northern Trust also engages in proprietary trading of non-U.S. currencies. The primary market risk associated with these activities is foreign exchange risk.

Foreign currency trading positions exist when aggregate obligations to purchase and sell a currency other than the U.S. dollar do not offset each other, or offset each other in different time periods. Northern Trust mitigates the risk related to its non-U.S. currency positions by establishing limits on the amounts and durations of its positions. The limits on overnight inventory positions are generally lower than the limits established for intra-day trading activity. All overnight positions are monitored by a risk management function, which is separate from the trading function, to ensure that the limits are not exceeded. Although position limits are important in controlling foreign exchange risk, they are not a

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

substitute for the experience or judgment of Northern Trust’s senior management and its currency traders, who have extensive knowledge of the currency markets. Non-U.S. currency positions and strategies are adjusted as needed in response to changing market conditions.

As part of its risk management activities, Northern Trust regularly measures the risk of loss associated with non-U.S. currency positions using a value at risk model. This statistical model provides an estimate, based on a 99% confidence level, of the potential loss in earnings that may be incurred if an adverse one-day shift in non-U.S. currency exchange rates were to occur. The model, which is based on a variance/co-variance methodology, incorporates historical currency price data and historical correlations in price movement among the currencies. All non-U.S. currency trading positions are included in the model.

Northern Trust’s value at risk based on non-U.S. currency positions totaled $916 thousand and $111 thousand as of December 31, 2007 and 2006, respectively. Value at risk totals representing the average, high and low for 2007 were $309 thousand, $1.1 million and $44 thousand, respectively, with the average, high and low for 2006 being $256 thousand, $824 thousand and $44 thousand, respectively. These totals indicate the degree of risk inherent in non-U.S. currency dispositions as of year-end and during the year; however, it is not a prediction of an expected gain or loss. Actual future gains and losses will vary depending on market conditions and the size and duration of future non-U.S. currency positions. During 2007 and 2006, Northern Trust did not incur an actual trading loss in excess of the daily value at risk estimate.

Other Trading Activities. Market risk associated with other trading activities is negligible. Northern Trust is a party to various derivative financial instruments, most of which consist of interest rate swaps entered into to meet clients’ interest risk management needs. When Northern Trust enters into such swaps, its policy is to mitigate the resulting market risk with an offsetting swap or with futures contracts. Northern Trust carries in its trading portfolio a small inventory of securities that are held for sale to its clients. The interest rate risk associated with these securities is insignificant.

OPERATIONAL RISK MANAGEMENT

In providing banking, trust, and other asset related services, Northern Trust, in addition to safekeeping and managing trust and corporate assets, processes cash and securities transactions which expose Northern Trust to operational and fiduciary risk. Controls over processing activities are closely monitored to safeguard the assets of Northern Trust and its clients. However, from time to time Northern Trust has incurred losses related to these risks and there can be no assurance that such losses will not occur in the future.

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This risk is mitigated through a system of internal controls and risk management practices that are designed to keep operational risk at levels appropriate to Northern Trust’s corporate standards in view of the risks inherent in the markets in which Northern Trust operates. The system of internal controls and risk management practices include policies and procedures that require the proper authorization, approval, documentation and monitoring of transactions. Each business unit is responsible for complying with corporate policies and external regulations applicable to the unit, and is responsible for establishing specific procedures to do so. Northern Trust’s internal auditors monitor the overall effectiveness of the system of internal controls on an ongoing basis.

Fiduciary risk is the risk of loss arising from the failure, in administering or managing financial and other assets in clients’ fiduciary accounts: (i) to adhere to the standard of care required under the terms of the governing documents or applicable laws; (ii) to properly discharge fiduciary duties; and (iii) to develop and follow self-governing practices intended to continuously manage the foregoing risks in a dynamic environment. To limit this risk, the Fiduciary Risk Committee oversees corporate policies and procedures to reduce the risk that obligations to clients would not be discharged faithfully or in compliance with applicable legal and regulatory requirements. These policies and procedures provide guidance and establish standards related to the creation, sale, and management of investment products, trade execution, and counterparty selection.

FACTORS AFFECTING FUTURE RESULTS

This report contains statements that may be considered forward-looking, such as the statements relating to Northern Trust’s financial goals, dividend policy, expansion and business development plans, anticipated expense levels and projected profit improvements, business prospects and positioning with respect to market, demographic and pricing trends, strategic initiatives, re-engineering and outsourcing activities, new business results and outlook, changes in securities market prices, credit quality including reserve levels, planned capital expenditures and technology spending, anticipated tax benefits and expenses, and the effects of any extraordinary events and various other matters (including

34 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

developments with respect to litigation, other contingent liabilities and obligations, and regulation involving Northern Trust and changes in accounting policies, standards and interpretations) on Northern Trust’s business and results.

Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are Northern Trust’s current estimates or expectations of future events or future results. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties including: the health of the U.S. and international economies; changes in financial and equity markets impacting the value of financial assets; changes in foreign currency exchange rates; Northern Trust’s success in managing various risks inherent in its business, including credit risk, interest rate risk and liquidity risk; geopolitical risks and the risks of extraordinary events such as natural disasters, terrorist events, war and the U.S. government’s response to those events; the pace and extent of continued globalization of investment activity and growth in worldwide financial assets; regulatory and monetary policy developments; failure to obtain regulatory approvals when required; changes in tax laws, accounting requirements or interpretations and other legislation in the U.S. or other countries that could affect Northern Trust or its clients; changes in the nature and activities of Northern Trust’s competition; Northern Trust’s success in maintaining existing business and continuing to generate new business in its existing markets; Northern Trust’s success in identifying and penetrating targeted markets, through acquisition, strategic alliance or otherwise; Northern Trust’s success in integrating recent and future acquisitions, strategic alliances, and preferred provider arrangements; Northern Trust’s success in managing the areas of faster growth in its businesses; Northern Trust’s ability to maintain a product mix that achieves acceptable margins; Northern Trust’s ability to continue to generate investment results that satisfy its clients and continue to develop its array of investment products; Northern Trust’s ability to continue to fund and accomplish innovation, improve risk management practices and controls, and address operating risks, including human errors or omissions, systems defects, systems interruptions, and breakdowns in processes or internal controls; Northern Trust’s success in controlling expenses; increased costs and other risks associated with the current regulatory environment; risks and uncertainties inherent in the litigation and regulatory process; and the risk of events that could harm Northern Trust’s reputation and so undermine the confidence of clients, counterparties, rating agencies, and stockholders.

Some of these and other risks and uncertainties that may affect future results are discussed in more detail in the sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Risk Management,” “Market Risk Management” and “Operational Risk Management” in the 2007 Financial Annual Report to Shareholders (pages 32 – 34), in the section of the “Notes to Consolidated Financial Statements” in the 2007 Financial Annual Report to Shareholders captioned “Note 25, Contingent Liabilities” (page 66 and 67), in the sections of “Item 1 – Business” of the 2007 Annual Report on Form 10-K captioned “Government Monetary and Fiscal Polices,” “Competition” and “Regulation and Supervision” (pages 3 – 11), and in “Item 1A – Risk Factors” of the 2007 Annual Report on Form 10-K (pages 25 – 28). All forward-looking statements included in this report are based upon information presently available, and Northern Trust assumes no obligation to update any forward-looking statements.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 35

MANAGEMENT’ S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Northern Trust Corporation (Northern Trust) is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control contains monitoring mechanisms, and actions are taken to correct deficiencies identified.

Management assessed Northern Trust’s internal control over financial reporting as of December 31, 2007. This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2007, Northern Trust maintained effective internal control over financial reporting, including maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Northern Trust, and policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of Northern Trust are being made only in accordance with authorizations of management and directors of Northern Trust. Additionally, KPMG LLP, the independent registered public accounting firm that audited Northern Trust’s consolidated financial statements as of, and for the year ended, December 31, 2007, included in this Financial Annual Report, has issued an attestation report (included herein on page 37) on the effectiveness of Northern Trust’s internal control over financial reporting.

36 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF NORTHERN TRUST CORPORATION:

We have audited Northern Trust Corporation’s internal control over financial reporting as of December 31, 2007, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Northern Trust Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on Northern Trust Corporation’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Northern Trust Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Northern Trust Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated February 28, 2008 expressed an unqualified opinion on those consolidated financial statements.

CHICAGO, ILLINOIS

FEBRUARY 28, 2008

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 37

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

	DECEMBER 31
($ In Millions Except Share Information)	2007			2006
ASSETS
Cash and Due from Banks	$	3,921.6		$	4,961.0
Federal Funds Sold and Securities Purchased under Agreements to Resell		3,790.7			1,299.7
Time Deposits with Banks		21,260.0			15,468.7
Other Interest-Bearing		21.5			21.9
Securities
Available for Sale		7,740.3			11,249.6
Held to Maturity (Fair value – $1,160.9 in 2007 and $1,122.1 in 2006)		1,144.8			1,107.0
Trading Account		3.1			8.6
Total Securities		8,888.2			12,365.2
Loans and Leases
Commercial and Other		16,169.1			13,935.3
Residential Mortgages		9,171.0			8,674.4
Total Loans and Leases (Net of unearned income – $559.6 in 2007 and $507.9 in 2006)		25,340.1			22,609.7
Reserve for Credit Losses Assigned to Loans and Leases		(148.1	)		(140.4	)
Buildings and Equipment		491.9			487.2
Customers’ Acceptance Liability		.5			1.2
Client Security Settlement Receivables		563.1			339.3
Goodwill		425.8			422.5
Other Assets		3,055.9			2,876.2
Total Assets	$	67,611.2		$	60,712.2
LIABILITIES
Deposits
Demand and Other Noninterest-Bearing	$	5,739.3		$	5,434.0
Savings and Money Market		7,533.9			6,297.6
Savings Certificates		2,028.0			1,999.3
Other Time		557.5			459.6
Non-U.S. Offices – Noninterest-Bearing		4,379.0			3,880.9
– Interest-Bearing		30,975.4			25,748.8
Total Deposits		51,213.1			43,820.2
Federal Funds Purchased		1,465.8			2,821.6
Securities Sold under Agreements to Repurchase		1,763.6			1,950.5
Other Borrowings		2,108.5			2,976.5
Senior Notes		653.9			445.4
Long-Term Debt		2,682.4			2,307.9
Floating Rate Capital Debt		276.6			276.5
Liability on Acceptances		.5			1.2
Other Liabilities		2,937.7			2,168.5
Total Liabilities		63,102.1			56,768.3
STOCKHOLDERS’ EQUITY
Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares; Outstanding 220,608,834 shares in 2007 and 218,700,956 shares in 2006		379.8			379.8
Additional Paid-in Capital		69.1			30.9
Retained Earnings		4,556.2			4,131.2
Accumulated Other Comprehensive Income		(90.3	)		(148.6	)
Treasury Stock (at cost – 7,312,690 shares in 2007 and 9,220,568 shares in 2006)		(405.7	)		(449.4	)
Total Stockholders’ Equity		4,509.1			3,943.9
Total Liabilities and Stockholders’ Equity	$	67,611.2		$	60,712.2

See accompanying notes to consolidated financial statements on pages 42-76.

38 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME

	FOR THE YEAR ENDED DECEMBER 31
($ In Millions Except Per Share Information)	2007			2006		2005
Noninterest Income
Trust, Investment and Other Servicing Fees	$	2,077.6		$	1,791.6	$	1,559.4
Foreign Exchange Trading Income		351.3			247.3		180.2
Security Commissions and Trading Income		67.6			62.7		55.2
Treasury Management Fees		65.3			65.4		71.2
Other Operating Income		109.1			97.8		97.5
Investment Security Gains, net		6.5			1.4		.3
Total Noninterest Income		2,677.4			2,266.2		1,963.8
Net Interest Income
Interest Income		2,717.7			2,206.8		1,590.6
Interest Expense		1,886.1			1,476.9		929.2
Net Interest Income		831.6			729.9		661.4
Provision for Credit Losses		18.0			15.0		2.5
Net Interest Income after Provision for Credit Losses		813.6			714.9		658.9
Noninterest Expenses
Compensation		1,038.2			876.6		774.2
Employee Benefits		234.9			217.6		190.4
Outside Services		386.2			316.2		268.0
Equipment and Software Expense		219.3			205.3		196.6
Occupancy Expense		156.5			145.4		133.7
Visa Indemnification Charges		150.0			–		–
Other Operating Expenses		245.1			195.8		172.0
Total Noninterest Expenses		2,430.2			1,956.9		1,734.9
Income before Income Taxes		1,060.8			1,024.2		887.8
Provision for Income Taxes		333.9			358.8		303.4
Net Income	$	726.9		$	665.4	$	584.4
Per Common Share
Net Income – Basic	$	3.31		$	3.06	$	2.68
– Diluted		3.24			3.00		2.64
Cash Dividends Declared		1.03			.94		.86
Average Number of Common Shares Outstanding – Basic		219,680,628			217,766,035		218,101,996
– Diluted		224,315,665			221,784,114		221,557,188
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
	FOR THE YEAR ENDED DECEMBER 31
(In Millions)	2007			2006		2005
Net Income	$	726.9		$	665.4	$	584.4
Other Comprehensive Income (Loss) (net of tax and reclassifications)
Net Unrealized Gains (Losses) on Securities Available for Sale		(33.2	)		9.7		(4.5	)
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations		(5.2	)		3.0		(1.3	)
Foreign Currency Translation Adjustments		2.7			17.0		2.3
Pension and Other Postretirement Benefit Adjustments		94.0			14.2		(.5	)
Other Comprehensive Income (Loss)		58.3			43.9		(4.0	)
Comprehensive Income	$	785.2		$	709.3	$	580.4

See accompanying notes to consolidated financial statements on pages 42-76.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 39

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	FOR THE YEAR ENDED DECEMBER 31
(In Millions)	2007			2006			2005
COMMON STOCK
Balance at January 1	$	379.8		$	379.8		$	379.8
Balance at December 31		379.8			379.8			379.8
ADDITIONAL PAID-IN CAPITAL
Balance at January 1		30.9			–			–
Transferred from Common Stock Issuable – Stock Incentive Plans		–			55.5			–
Transferred from Deferred Compensation		–			(29.5	)		–
Treasury Stock Transaction – Stock Options and Awards		(45.3	)		(43.9	)		–
Stock Options and Awards – Amortization		38.4			27.5			–
Stock Options and Awards – Taxes		45.1			21.3			–
Balance at December 31		69.1			30.9			–
RETAINED EARNINGS
Balance at January 1, as Previously Reported		4,131.2			3,672.1			3,300.6
Adjustment for the Cumulative Effect of Applying FSP 13-2		(73.4	)		–			–
Balance at January 1, as Adjusted		4,057.8			3,672.1			3,300.6
Net Income		726.9			665.4			584.4
Dividends Declared – Common Stock		(228.5	)		(206.3	)		(187.7	)
Stock Incentive Plans		–			–			(25.2	)
Balance at December 31		4,556.2			4,131.2			3,672.1
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance at January 1		(148.6	)		(18.7	)		(14.7	)
Other Comprehensive Income (Loss)		58.3			43.9			(4.0	)
Pension and Other Postretirement Benefit Adjustments		–			(173.8	)		–
Balance at December 31		(90.3	)		(148.6	)		(18.7	)
COMMON STOCK ISSUABLE – STOCK INCENTIVE PLANS
Balance at January 1		–			55.5			63.0
Transferred to Additional Paid-in Capital		–			(55.5	)		–
Stock Issuable, net of Stock Issued		–			–			(7.5	)
Balance at December 31		–			–			55.5
DEFERRED COMPENSATION
Balance at January 1		–			(29.5	)		(25.0	)
Transferred to Additional Paid-in Capital		–			29.5			–
Compensation Deferred		–			–			(17.7	)
Compensation Amortized		–			–			13.2
Balance at December 31		–			–			(29.5	)
TREASURY STOCK
Balance at January 1		(449.4	)		(458.4	)		(408.1	)
Stock Options and Awards		262.6			140.3			119.5
Stock Purchased		(218.9	)		(131.3	)		(169.8	)
Balance at December 31		(405.7	)		(449.4	)		(458.4	)
Total Stockholders’ Equity At December 31	$	4,509.1		$	3,943.9		$	3,600.8

See accompanying notes to consolidated financial statements on pages 42-76.

40 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

	FOR THE YEAR ENDED DECEMBER 31
(In Millions)	2007			2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	726.9		$	665.4		$	584.4
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Credit Losses		18.0			15.0			2.5
Depreciation on Buildings and Equipment		84.8			83.7			85.0
Amortization of Computer Software		105.7			93.5			86.3
Amortization of Intangibles		20.9			22.4			20.4
Increase in Receivables		(86.1	)		(147.2	)		(129.1	)
Increase in Interest Payable		3.4			13.0			11.8
Visa Indemnification Charges		150.0			–			–
Amortization and Accretion of Securities and Unearned Income		(256.1	)		(161.2	)		(190.9	)
Gain on Sale of Buildings		–			–			(7.9	)
Deferred Income Tax		(70.3	)		83.9			71.1
Net (Increase) Decrease in Trading Account Securities		5.5			(5.8	)		(.2	)
Excess Tax Benefits from Stock Incentive Plans		(45.1	)		(21.3	)		–
Other Operating Activities, net		223.1			(252.9	)		49.7
Net Cash Provided by Operating Activities		880.7			388.5			583.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (Increase) Decrease in Federal Funds Sold and Securities Purchased under Agreements to Resell		(2,491.0	)		3,545.4			(3,505.2	)
Net (Increase) Decrease in Time Deposits with Banks		(5,791.3	)		(4,345.6	)		3,588.6
Net (Increase) Decrease in Other Interest-Bearing Assets		.4			45.6			(33.1	)
Purchases of Securities – Held to Maturity		(122.0	)		(53.3	)		(99.8	)
Proceeds from Maturity and Redemption of Securities – Held to Maturity		93.4			86.4			93.2
Purchases of Securities – Available for Sale		(55,043.7	)		(87,092.2	)		(56,789.3	)
Proceeds from Sale, Maturity and Redemption of Securities – Available for Sale		58,718.8			85,966.7			54,841.6
Net Increase in Loans and Leases		(2,787.8	)		(2,588.6	)		(1,612.5	)
Purchases of Buildings and Equipment, net		(89.5	)		(99.4	)		(85.9	)
Proceeds from Sale of Buildings		–			–			21.2
Purchases and Development of Computer Software		(164.0	)		(139.1	)		(109.0	)
Net Increase in Client Security Settlement Receivables		(223.8	)		(22.3	)		(168.1	)
Decrease in Cash Due to Acquisitions, net of Cash Acquired		–			–			(464.9	)
Other Investing Activities, net		431.3			(686.8	)		253.5
Net Cash Used in Investing Activities		(7,469.2	)		(5,383.2	)		(4,069.7	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase in Deposits		7,392.9			5,300.7			4,341.0
Net Increase (Decrease) in Federal Funds Purchased		(1,355.8	)		1,724.7			78.6
Net Increase (Decrease) in Securities Sold under Agreements to Repurchase		(187.1	)		339.7			(1,237.1	)
Net Decrease in Commercial Paper		–			(144.6	)		(.8	)
Net Increase (Decrease) in Short-Term Other Borrowings		(894.1	)		316.6			1,193.7
Proceeds from Term Federal Funds Purchased		247.5			107.0			210.2
Repayments of Term Federal Funds Purchased		(221.5	)		(95.0	)		(212.2	)
Proceeds from Senior Notes & Long-Term Debt		2,034.9			649.1			815.2
Repayments of Senior Notes & Long-Term Debt		(1,460.7	)		(1,046.0	)		(498.8	)
Treasury Stock Purchased		(213.0	)		(127.4	)		(165.3	)
Net Proceeds from Stock Options		204.8			84.4			50.6
Excess Tax Benefits from Stock Incentive Plans		45.1			21.3			–
Cash Dividends Paid on Common Stock		(219.5	)		(200.5	)		(183.5	)
Other Financing Activities, net		86.9			(123.5	)		131.7
Net Cash Provided by Financing Activities		5,460.4			6,806.5			4,523.3
Effect of Foreign Currency Exchange Rates on Cash		88.7			153.0			(93.0	)
Increase (Decrease) in Cash and Due from Banks		(1,039.4	)		1,964.8			943.7
Cash and Due from Banks at Beginning of Year		4,961.0			2,996.2			2,052.5
Cash and Due from Banks at End of Year	$	3,921.6		$	4,961.0		$	2,996.2
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest Paid	$	1,882.7		$	1,463.9		$	917.3
Income Taxes Paid		368.0			304.1			179.6

See accompanying notes to consolidated financial statements on pages 42-76.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting Policies – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and reporting practices prescribed for the banking industry. A description of the significant accounting policies follows:

A. Basis of Presentation. The consolidated financial statements include the accounts of Northern Trust Corporation (Corporation) and its wholly-owned subsidiary, The Northern Trust Company (Bank), and their wholly-owned subsidiaries. Throughout the notes, the term “Northern Trust” refers to the Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The consolidated statement of income includes results of acquired subsidiaries from the dates of acquisition.

B. Nature of Operations. The Corporation is a financial holding company under the Gramm-Leach-Bliley Act. The Bank is an Illinois banking corporation headquartered in Chicago and the Corporation’s principal subsidiary. The Corporation conducts business in the United States (U.S.) and internationally through the Bank, a national bank subsidiary, a federal savings bank subsidiary, trust companies, and various other U.S. and non-U.S. subsidiaries.

Northern Trust generates the majority of its revenues from its two primary business units: Corporate and Institutional Services (C&IS) and Personal Financial Services (PFS). Investment management services and products are provided to C&IS and PFS through a third business unit, Northern Trust Global Investments (NTGI). Operating and systems support for these business units is provided by a fourth business unit, Worldwide Operations and Technology (WWOT).

The C&IS business unit provides asset servicing, asset management, and related services to corporate and public retirement funds, foundations, endowments, fund managers, insurance companies, and government funds; a full range of commercial banking services to large and mid-sized corporations and financial institutions; and foreign exchange services. C&IS products are delivered to clients from offices in 16 locations in North America, Europe, and the Asia-Pacific region.

The PFS business unit provides personal trust, investment management, custody, and philanthropic services; financial consulting; guardianship and estate administration; qualified retirement plans; and private and business banking. PFS focuses on high net worth individuals and families, business owners, executives, professionals, retirees, and established privately-held businesses in its target markets. PFS services are delivered through a network of 85 offices in 18 U.S. states as well as offices in London and Guernsey.

C. Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

D. Foreign Currency Translation. Asset and liability accounts denominated in a foreign currency are remeasured into functional currencies at period end rates of exchange, except for buildings and equipment which are remeasured at exchange rates in effect at the date of acquisition. Income and expense accounts are remeasured at period average rates of exchange. Results from remeasurement are reported in other operating income.

Asset and liability accounts of entities with functional currencies that are not the U.S. dollar are translated at period end rates of exchange. Income and expense accounts are translated at period average rates of exchange. Translation adjustments, net of applicable taxes, are reported directly to accumulated other comprehensive income, a component of stockholders’ equity.

E. Securities. Securities Available for Sale are reported at fair value, with unrealized gains and losses credited or charged, net of the tax effect, to accumulated other comprehensive income, a component of stockholders’ equity. Realized gains and losses on securities available for sale are determined on a specific identification basis and are reported in the consolidated statement of income as investment security gains, net. Interest income is recorded on the accrual basis, adjusted for the amortization of premium and accretion of discount.

Securities Held to Maturity consist of debt securities that management intends to, and Northern Trust has the ability to, hold until maturity. Such securities are reported at cost, adjusted for amortization of premium and accretion of discount. Interest income is recorded on the accrual basis adjusted for the amortization of premium and accretion of discount.

Securities Held for Trading are stated at fair value. Realized and unrealized gains and losses on securities held for trading are reported in the consolidated statement of income under security commissions and trading income.

42 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F. Derivative Financial Instruments. Northern Trust is a party to various derivative instruments to meet the risk management needs of its clients, as part of its trading activity for its own account, and as part of its risk management activities. Derivative financial instruments include interest rate swap and option contracts, foreign exchange contracts, credit default swaps, and similar contracts. Derivative financial instruments are recorded at fair value based on quoted market prices, dealer quotes, pricing models or quoted market prices of financial instruments with similar characteristics. Unrealized gains and receivables are reported as other assets and unrealized losses and payables are reported as other liabilities in the consolidated balance sheet. Derivative asset and liability positions with the same counterparty are reflected on a net basis in cases where legally enforceable master netting agreements exist.

Risk Management Instruments. Fair value, cash flow, or net investment hedge derivatives are designated and formally documented as such contemporaneous with the transaction. The formal documentation describes the hedge relationship and identifies the hedging instruments and hedged items. Included in the documentation is a discussion of the risk management objectives and strategies for undertaking such hedges, as well as a description of the method for assessing hedge effectiveness at inception and on an ongoing basis. A formal assessment is performed on a calendar quarter basis to verify that derivatives used in hedging transactions continue to be highly effective as offsets to changes in fair value or cash flows of the hedged item. If a derivative ceases to be highly effective, or if the hedged item matures, is sold, or is terminated, or if a hedged forecasted transaction is no longer expected to occur, hedge accounting is terminated and the derivative is treated as if it were a trading instrument.

Derivatives are designated as fair value hedges to limit Northern Trust’s exposure to changes in the fair value of assets and liabilities due to movements in interest rates. Interest accruals and changes in fair value of the derivative are recognized as a component of the interest income or expense classification of the hedged item. Changes in fair value of the hedged item attributable to the risk being hedged are reflected in its carrying amount and are also recognized as a component of its interest income or expense.

Derivatives are designated as cash flow hedges to minimize the variability in cash flows of earning assets or forecasted transactions caused by movements in interest or foreign exchange rates. The effective portion of unrealized gains and losses on such derivatives is recognized in accumulated other comprehensive income, a component of stockholders’ equity. Any hedge ineffectiveness is recognized currently in the income or expense classification of the hedged item. When the hedged forecasted transaction impacts earnings, balances in other comprehensive income are reclassified to the same income or expense classification as the hedged item.

Foreign exchange contracts and qualifying nonderivative instruments are designated as net investment hedges to minimize Northern Trust’s exposure to foreign currency translation gains and losses on net investments in non-U.S. branches and subsidiaries. Changes in the fair value of the hedging instrument are recognized in accumulated other comprehensive income. Any ineffectiveness is recorded in other income.

Other derivatives transacted as economic hedges of non-U.S. dollar denominated assets and liabilities and of credit risk are carried on the balance sheet at fair value and any changes in fair value are recognized currently in income.

G. Loans and Leases. Loans that are held for investment are reported at the principal amount outstanding, net of unearned income. Residential real estate loans classified as held for sale are reported at the lower of aggregate cost or market value. Loan commitments for residential real estate loans that will be classified as held for sale at the time of funding and which have an interest-rate lock are recorded on the balance sheet at fair value with subsequent gains or losses recognized as other income. Unrealized gains are reported as other assets, with unrealized losses reported as other liabilities. Other unfunded loan commitments that are not held for sale are carried at the amount of unamortized fees with a reserve for credit loss liability recognized for any probable losses.

Interest income on loans is recorded on an accrual basis unless, in the opinion of management, there is a question as to the ability of the debtor to meet the terms of the loan agreement, or interest or principal is more than 90 days contractually past due and the loan is not well-secured and in the process of collection. At the time a loan is placed on nonaccrual status, interest accrued but not collected is reversed against interest income of the current period. Loans are returned to accrual status when factors indicating doubtful collectibility no longer exist. Interest collected on nonaccrual loans is applied to principal unless, in the opinion of management, collectibility of principal is not in doubt.

A loan is considered to be impaired when, based on current information and events, management determines that it is probable that Northern Trust will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based upon the loan’s market price, the present value of expected future cash flows, discounted at the loan’s effective interest rate, or at the

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

fair value of the collateral if the loan is collateral dependent. If the loan valuation is less than the recorded value of the loan, a specific reserve is established for the difference.

Premiums and discounts on loans are recognized as an adjustment of yield using the interest method based on the contractual terms of the loan. Commitment fees that are considered to be an adjustment to the loan yield, loan origination fees and certain direct costs are deferred and accounted for as an adjustment to the yield.

Unearned lease income from direct financing and leveraged leases is recognized using the interest method. This method provides a constant rate of return on the unrecovered investment over the life of the lease. The rate of return and the allocation of income over the lease term are recalculated from the inception of the lease if during the lease term assumptions regarding the amount or timing of estimated cash flows change. Lease residual values are established at the inception of the lease based on in-house valuations and market analyses provided by outside parties. Lease residual values are reviewed at least annually for other than temporary impairment. A decline in the estimated residual value of a leased asset determined to be other than temporary would be recorded as a reduction of other operating income in the period in which the decline is identified.

H. Reserve for Credit Losses. The reserve for credit losses represents management’s estimate of probable inherent losses which have occurred as of the date of the financial statements. The loan and lease portfolio and other credit exposures are regularly reviewed to evaluate the adequacy of the reserve for credit losses. In determining the level of the reserve, Northern Trust evaluates the reserve necessary for specific nonperforming loans and also estimates losses inherent in other credit exposures. The result is a reserve with the following components:

Specific Reserve. The amount of specific reserves is determined through a loan-by-loan analysis of impaired loans that considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to pay.

Allocated Inherent Reserve. The amount of the allocated portion of the inherent loss reserve is based on loss factors assigned to Northern Trust’s credit exposures based on internal credit ratings. These loss factors are primarily based on management’s judgment of estimated credit losses inherent in the loan portfolio as well as historical charge-off experience.

Unallocated Inherent Reserve. Management determines the unallocated portion of the inherent loss reserve based on factors not associated with a specific credit. These factors include management’s subjective evaluation of economic and business conditions, portfolio volume and concentration, and changes in the character and size of the loan portfolio. The unallocated portion of the reserve for credit losses reflects management’s recognition of the imprecision inherent in the process of estimating probable credit losses.

Loans, leases and other extensions of credit deemed uncollectible are charged to the reserve. Subsequent recoveries, if any, are credited to the reserve. Actual losses may vary from current estimates and the amount of the provision may be either greater than or less than actual net charge-offs. The related provision for credit losses, which is charged to income, is the amount necessary to adjust the reserve to the level determined through the above process.

Although Northern Trust analyzes its exposure to credit losses from both on- and off-balance sheet activity as one process, the portion of the reserve assigned to loans and leases is reported as a contra asset, directly following loans and leases in the consolidated balance sheet. The portion of the reserve assigned to unfunded commitments and standby letters of credit is reported in other liabilities for financial reporting purposes.

I. Standby Letters of Credit and Bankers Acceptances. Fees on standby letters of credit are recognized in other operating income on the straight-line method over the lives of the underlying agreements. Northern Trust’s recorded liability for standby letters of credit, reflecting the obligation it has undertaken, is measured as the amount of unamortized fees on these instruments. Income from commissions on bankers acceptances is recognized in other operating income when the payment from the customer is received by the accepting bank.

J. Buildings and Equipment. Buildings and equipment owned are carried at original cost less accumulated depreciation. The charge for depreciation is computed on the straight-line method based on the following range of lives: buildings – 10 to 30 years; equipment – 3 to 10 years; and leasehold improvements – the shorter of the lease term or 15 years. Leased properties meeting certain criteria are capitalized and amortized using the straight-line method over the lease period.

K. Other Real Estate Owned (OREO). OREO is comprised of commercial and residential real estate properties acquired in partial or total satisfaction of problem loans. OREO assets are carried at the lower of cost or fair value. Losses identified at the time of acquisition of such properties are charged against the reserve for credit losses assigned to loans and leases. Subsequent write-downs that may be required to the carrying value of these assets and losses realized from asset sales are charged to other operating expenses.

44 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

L. Unconsolidated Affiliates. Northern Trust’s 9% interest in EquiLend Holdings, LLC (securities lending services) is carried on the equity method of accounting and had a book value of $.6 million at December 31, 2007. Northern Trust’s $4.9 million investment in CLS Group Holdings (foreign exchange settlement services) is carried at cost.

M. Intangible Assets. Separately identifiable acquired intangible assets are amortized over their estimated useful lives, primarily on a straight-line basis. Goodwill is not subject to amortization. Purchased software and allowable internal costs, including compensation relating to software developed for internal use, are capitalized. Software is being amortized using the straight-line method over the estimated useful life of the asset, generally ranging from 3 to 10 years.

Intangible assets are reviewed for impairment on an annual basis or more frequently if events or changes in circumstances indicate the carrying amounts may not be recoverable.

N. Assets Under Custody and Assets Under Management. Assets held in fiduciary or agency capacities are not included in the consolidated balance sheet, since such items are not assets of Northern Trust.

O. Trust, Investment and Other Servicing Fees. Trust, investment and other servicing fees are recorded on the accrual basis, over the period in which the service is provided. Fees are a function of the market value of assets custodied, managed and serviced, the volume of transactions, securities lending volume and spreads, and fees for other services rendered, as set forth in the underlying client agreement. This revenue recognition involves the use of estimates and assumptions, including components that are calculated based on estimated asset valuations and transaction volumes.

Certain investment management fee arrangements also may provide performance fees that are based on client portfolio returns exceeding predetermined levels. Northern Trust adheres to a policy in which it does not record any performance-based fee income until the end of the contract year, thereby eliminating the potential that revenue will be recognized in one quarter and reversed in a future quarter. Therefore, Northern Trust does not record any revenue under incentive fee programs that is at risk due to future performance contingencies. These arrangements often contain similar terms for the payment of performance-based fees to sub-advisors. The accounting for these performance-based expenses matches the treatment for the related performance-based revenues.

Client reimbursed out-of-pocket expenses that are an extension of existing services that are being rendered are recorded on a gross basis as revenue.

P. Client Security Settlement Receivables. These receivables represent other collection items presented on behalf of custody clients.

Q. Income Taxes. Northern Trust follows an asset and liability approach to account for income taxes. The objective is to recognize the amount of taxes payable or refundable for the current year, and to recognize deferred tax assets and liabilities resulting from temporary differences between the amounts reported in the financial statements and the tax bases of assets and liabilities. The measurement of tax assets and liabilities is based on enacted tax laws and applicable tax rates.

Tax positions taken or expected to be taken on a tax return are evaluated based on their likelihood of being sustained upon examination by tax authorities. Only tax positions that are considered more-likely-than-not to be sustained are recorded in the consolidated financial statements. Northern Trust recognizes any interest and penalties related to unrecognized tax benefits in the provision for income taxes.

R. Cash Flow Statements. Cash and cash equivalents have been defined as “Cash and Due from Banks”.

S. Pension and Other Postretirement Benefits. Effective with the December 31, 2006 adoption of the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158), Northern Trust records the funded status of its defined benefit pension and other postretirement plans on the consolidated balance sheet. Prepaid pension benefits are reported in other assets and unfunded pension and postretirement benefit liabilities are reported in other liabilities. Plan assets and benefit obligations are measured annually at a September 30 measurement date. Pension costs are recognized ratably over the estimated working lifetime of eligible participants.

T. Stock-Based Compensation Plans. Effective with the adoption of SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123(R)), on January 1, 2006, Northern Trust recognizes as compensation expense the grant-date fair value of stock options and other equity-based compensation granted to employees within the income statement using a fair-value-based method. Previously, Northern Trust used the intrinsic value method of accounting permissible under SFAS No. 123, “Accounting for Stock-Based Compensation”.

The fair values of stock and stock unit awards, including performance stock unit awards and director awards, are based on the price of the Corporation’s stock on the date of grant. The fair value of stock options is estimated on the date of

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

grant using the Black-Scholes option pricing model. The model utilizes weighted-average assumptions regarding the period of time that options granted are expected to be outstanding (expected term) based primarily on the historical exercise behavior attributable to previous option grants, the estimated yield from dividends paid on the Corporation’s stock over the expected term of the options, the expected volatility of Northern Trust’s stock price over a period equal to the expected term of the options, and a risk free interest rate based on the U.S. Treasury yield curve at the time of grant for a period equal to the expected term of the options granted.

Compensation expense for share-based award grants with terms that provide for a graded vesting schedule, whereby portions of the award vest in increments over the requisite service period, are recognized on a straight-line basis over the requisite service period for the entire award. Northern Trust does not include an estimate of future forfeitures in its recognition of stock-based compensation as historical forfeitures have not been significant. Stock-based compensation is adjusted based on forfeitures as they occur. Dividend equivalents are paid on stock units on a current basis prior to vesting and distribution.

In accordance with SFAS No. 123(R), cash flows resulting from the realization of tax deductions from the exercise of stock options in excess of the compensation cost recognized (excess tax benefits) are classified as financing cash flows. Before the adoption of SFAS No. 123(R), Northern Trust presented all tax benefits realized as operating cash flows in the consolidated statement of cash flows.

2. Recent Accounting Pronouncements – In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and enhances disclosures about fair value measurements required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. Disclosures required to be provided under SFAS No. 157 include information on the inputs used to develop fair value measurements and the effect of the measurements on earnings. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS No. 157 as of January 1, 2008 is not expected to have a material impact on Northern Trust’s consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 gives entities the option, at specified election dates, to measure certain financial assets and liabilities at fair value. The election may be applied to financial assets and liabilities on an instrument by instrument basis, is irrevocable, and may only be applied to entire instruments. Unrealized gains and losses on instruments for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS No. 159 as of January 1, 2008 is not expected to impact Northern Trust’s consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” (SFAS No. 141(R)). SFAS No. 141(R) requires an acquirer in a business combination to recognize most assets acquired, liabilities assumed, and any noncontrolling interests at their fair values, as defined in SFAS No. 157, on the date of acquisition. SFAS No. 141(R) also prohibits the capitalization of transaction costs, lowers the threshold for recording acquisition contingencies, and requires contingencies to be measured at fair value. SFAS No. 141(R) is effective prospectively for business combinations which occur in fiscal years beginning after December 15, 2008. Adoption of SFAS No. 141(R) as of January 1, 2009 is not expected to have a material impact on Northern Trust’s consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 160 requires a parent company to clearly identify ownership interests in subsidiaries held by parties other than the parent, and to present these interests in the parent’s consolidated balance sheet within equity and consolidated statement of income separate from the parent’s financial position and results of operations. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. Adoption of SFAS No. 160 as of January 1, 2009 is not expected to have a material impact on Northern Trust’s consolidated financial position or results of operations.

46 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Reclassifications – Effective January 1, 2007, expenses associated with outside services purchased, previously included as a component of other operating expenses within the consolidated statement of income, are included as a separate component of noninterest expenses due to the increased significance of this expense category. The amortization of capitalized software, also previously included as a component of other operating expenses, is included as a component of equipment and software expense, effective January 1, 2007, in order to better align the nature of this expense with its income statement classification. All prior period amounts have been reclassified consistent with the revised presentations.

4. Securities – Securities Available for Sale. The following tables summarize the amortized cost, fair values, and remaining maturities of securities available for sale.

RECONCILIATION OF AMORTIZED COST TO FAIR VALUES OF SECURITIES AVAILABLE FOR SALE

	DECEMBER 31, 2007
(In Millions)	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES		FAIR VALUE
U.S. Government	$	5.1	$	–	$	–	$	5.1
Obligations of States and Political Subdivisions		30.6		1.5		–		32.1
Government Sponsored Agency		5,460.6		7.6		1.7		5,466.5
Asset-Backed		1,951.9		.6		49.6		1,902.9
Other		326.9		7.0		.2		333.7
Total	$	7,775.1	$	16.7	$	51.5	$	7,740.3
	DECEMBER 31, 2006
(In Millions)	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES		FAIR VALUE
U.S. Government	$	1.0	$	–	$	–	$	1.0
Obligations of States and Political Subdivisions		30.6		1.1		–		31.7
Government Sponsored Agency		10,250.7		2.9		8.5		10,245.1
Preferred Stock		9.8		–		–		9.8
Asset-Backed		769.0		.1		1.7		767.4
Other		184.3		10.3		–		194.6
Total	$	11,245.4	$	14.4	$	10.2	$	11,249.6

REMAINING MATURITY OF SECURITIES AVAILABLE FOR SALE

	DECEMBER 31, 2007
(In Millions)	AMORTIZED COST		FAIR VALUE
Due in One Year or Less	$	4,524.8	$	4,526.3
Due After One Year Through Five Years		2,501.0		2,484.1
Due After Five Years Through Ten Years		184.3		182.4
Due After Ten Years		565.0		547.5
Total	$	7,775.1	$	7,740.3

Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities Held to Maturity. The following tables summarize the book values, fair values and remaining maturities of securities held to maturity.

RECONCILIATION OF BOOK VALUES TO FAIR VALUES OF SECURITIES HELD TO MATURITY

	DECEMBER 31, 2007
(In Millions)	BOOK VALUE		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES		FAIR VALUE
Obligations of States and Political Subdivisions	$	848.8	$	29.2	$	.1	$	877.9
Government Sponsored Agency		13.3		.2		.2		13.3
Other		282.7		–		13.0		269.7
Total	$	1,144.8	$	29.4	$	13.3	$	1,160.9

	DECEMBER 31, 2006
(In Millions)	BOOK VALUE		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES		FAIR VALUE
Obligations of States and Political Subdivisions	$	863.8	$	25.9	$	1.2	$	888.5
Government Sponsored Agency		14.6		.1		.2		14.5
Other		228.6		–		9.5		219.1
Total	$	1,107.0	$	26.0	$	10.9	$	1,122.1

REMAINING MATURITY OF SECURITIES HELD TO MATURITY

	DECEMBER 31, 2007
(In Millions)	BOOK VALUE		FAIR VALUE
Due in One Year or Less	$	102.2	$	100.9
Due After One Year Through Five Years		359.3		364.8
Due After Five Years Through Ten Years		516.5		529.0
Due After Ten Years		166.8		166.2
Total	$	1,144.8	$	1,160.9

Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

Securities with Unrealized Losses. The following table provides information regarding securities at December 31, 2007 that have been in a continuous unrealized loss position for less than 12 months and for 12 months or longer.

	LESS THAN 12 MONTHS				12 MONTHS OR LONGER				TOTAL
(In Millions)	FAIR VALUE		UNREALIZED LOSSES		FAIR VALUE		UNREALIZED LOSSES		FAIR VALUE		UNREALIZED LOSSES
Obligations of States and Political Subdivisions	$	2.6	$	–	$	17.8	$	.1	$	20.4	$	.1
Government Sponsored Agency		689.9		1.7		5.1		.2		695.0		1.9
Asset-Backed		1,129.2		23.3		419.5		26.3		1,548.7		49.6
Other		37.7		3.5		36.1		9.7		73.8		13.2
Total Temporarily Impaired Securities	$	1,859.4	$	28.5	$	478.5	$	36.3	$	2,337.9	$	64.8

Of the total $64.8 million of unrealized losses at December 31, 2007, the majority, $49.6 million, reflect the impact of widening credit spreads on the valuations of asset-backed securities. These unrealized losses represent approximately 3.2% of the total amortized cost of asset-backed securities with unrealized losses at December 31, 2007. Asset-backed securities held at December 31, 2007 were predominantly floating rate, with average lives less than 5 years, and 95% were rated triple-A with the remaining 5% rated double-A. Unrealized losses of $13.2 million relate to securities which Northern Trust purchases for compliance with the Community Reinvestment Act (CRA). Unrealized

48 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

losses on these CRA-related other securities are attributable to their purchase at below market rates for the purpose of supporting institutions and programs that benefit low to moderate income communities within Northern Trust’s market area. The remaining unrealized losses on Northern Trust’s securities portfolio as of December 31, 2007 are attributable to changes in overall market interest rates. Northern Trust has the ability and intent to hold all of its securities with unrealized losses until a recovery of fair value, which may be maturity, and does not consider them to be other-than-temporarily impaired at December 31, 2007.

Investment Security Gains and Losses. Security gains totaling $6.5 million were recognized in 2007. The gains resulted from the sale of CME Group Inc. stock acquired from the demutualizations and subsequent merger of the Chicago Mercantile Exchange and the Chicago Board of Trade. Realized security gains totaled $1.4 million and $.3 million, respectively, in 2006 and 2005. There were no security losses for these periods.

5. Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase – Securities purchased under agreements to resell and securities sold under agreements to repurchase are recorded at the amounts at which the securities were acquired or sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities purchased or sold is continuously monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. It is Northern Trust’s policy to take possession of securities purchased under agreements to resell.

The following tables summarize information related to securities purchased under agreements to resell and securities sold under agreements to repurchase.

SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL	DECEMBER 31
($ In Millions)	2007			2006
Balance at December 31	$	347.6		$	413.5
Average Balance During the Year		313.4			327.4
Average Interest Rate Earned During the Year		4.98	%		4.99	%
Maximum Month-End Balance During the Year		540.0			1,120.5

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE	DECEMBER 31
($ In Millions)	2007			2006
Balance at December 31	$	1,763.6		$	1,950.5
Average Balance During the Year		1,620.2			2,030.0
Average Interest Rate Paid During the Year		4.94	%		4.88	%
Maximum Month-End Balance During the Year		2,845.1			2,410.2

6. Loans and Leases – Amounts outstanding in selected categories are shown below.

	DECEMBER 31
(In Millions)	2007			2006
U.S.
Residential Real Estate	$	9,171.0		$	8,674.4
Commercial		5,556.4			4,679.1
Commercial Real Estate		2,350.3			1,836.3
Personal		3,850.8			3,415.8
Other		969.1			979.2
Lease Financing, net		1,168.4			1,291.6
Total U.S.		23,066.0			20,876.4
Non-U.S.		2,274.1			1,733.3
Total Loans and Leases		25,340.1			22,609.7
Reserve for Credit Losses Assigned to Loans and Leases		(148.1	)		(140.4	)
Net Loans and Leases	$	25,192.0		$	22,469.3

Other U.S. loans and non-U.S. loans included $1.9 billion at December 31, 2007, and $1.7 billion at December 31, 2006, of short duration advances, primarily related to the processing of custodied client investments.

Residential real estate loans classified as held for sale totaled $.7 million at December 31, 2007 and $.4 million at December 31, 2006.

The components of the net investment in direct finance and leveraged leases are as follows:

	DECEMBER 31
(In Millions)	2007			2006
Direct Finance Leases:
Lease Receivable	$	150.0		$	216.3
Residual Value		127.8			179.0
Initial Direct Costs		.8			1.2
Unearned Income		(46.0	)		(61.8	)
Net Investment in Direct Finance Leases		232.6			334.7
Leveraged Leases:
Net Rental Receivable	$	697.8		$	631.0
Residual Value		692.5			676.9
Unearned Income		(454.5	)		(351.0	)
Net Investment in Leveraged Leases		935.8			956.9
Total Leases, net	$	1,168.4		$	1,291.6

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following schedule reflects the future minimum lease payments to be received under direct finance leases:

(In Millions)	FUTURE MINIMUM LEASE PAYMENTS
2008	$	32.7
2009		27.2
2010		23.2
2011		19.3
2012		15.5

Concentrations of Credit Risk. The information on page 27 in the section titled “Residential Real Estate” through the section titled “Commercial Aircraft Leases” is incorporated herein by reference.

NONPERFORMING ASSETS

	DECEMBER 31
(In Millions)	2007		2006
Nonaccrual Loans
U.S.	$	23.2	$	34.5
Non-U.S.		–		1.2
Total Nonaccrual Loans		23.2		35.7
Other Real Estate Owned		6.1		1.4
Total Nonperforming Assets	$	29.3	$	37.1
90 Day Past Due Loans Still Accruing	$	8.6	$	24.6
Impaired Loans with Reserves	$	15.4	$	26.9
Impaired Loans without Reserves*		4.0		5.0
Total Impaired Loans	$	19.4	$	31.9
Reserves for Impaired Loans	$	10.8	$	19.6
Average Balance of Impaired Loans during the Year		26.3		27.8

* When an impaired loan’s discounted cash flows, collateral value or market price equals or exceeds its carrying value, a reserve is not required.

There were $4.2 million and $.4 million, respectively, of unfunded loan commitments and standby letters of credit issued to borrowers whose loans were classified as nonaccrual at December 31, 2007 and December 31, 2006.

Interest income that would have been recorded on nonaccrual loans in accordance with their original terms amounted to approximately $3.2 million in 2007, $2.9 million in 2006, and $2.7 million in 2005, compared with amounts that were actually recorded of approximately $222 thousand, $42 thousand, and $114 thousand, respectively.

7. Reserve for Credit Losses – Changes in the reserve for credit losses were as follows:

(In Millions)	2007			2006			2005
Balance at Beginning of Year	$	151.0		$	136.0		$	139.3
Charge-Offs		(9.7	)		(1.8	)		(7.6	)
Recoveries		.9			1.6			1.8
Net Charge-Offs		(8.8	)		(.2	)		(5.8	)
Provision for Credit Losses		18.0			15.0			2.5
Effect of Foreign Exchange Rates		–			.2			–
Balance at End of Year	$	160.2		$	151.0		$	136.0
Reserve for Credit Losses Assigned to:
Loans and Leases	$	148.1		$	140.4		$	125.4
Unfunded Commitments and Standby Letters of Credit		12.1			10.6			10.6
Total Reserve for Credit Losses	$	160.2		$	151.0		$	136.0

8. Buildings and Equipment – A summary of buildings and equipment is presented below.

	DECEMBER 31, 2007
(In Millions)	ORIGINAL COST		ACCUMULATED DEPRECIATION		NET BOOK VALUE
Land and Improvements	$	40.7	$	.6	$	40.1
Buildings		185.2		72.8		112.4
Equipment		359.4		177.9		181.5
Leasehold Improvements		174.6		64.2		110.4
Buildings Leased under Capital Leases		83.8		36.3		47.5
Total Buildings and Equipment	$	843.7	$	351.8	$	491.9

	DECEMBER 31, 2006
(In Millions)	ORIGINAL COST		ACCUMULATED DEPRECIATION		NET BOOK VALUE
Land and Improvements	$	36.9	$	.5	$	36.4
Buildings		179.7		65.7		114.0
Equipment		347.9		165.9		182.0
Leasehold Improvements		165.7		58.2		107.5
Buildings Leased under Capital Leases		81.1		33.8		47.3
Total Buildings and Equipment	$	811.3	$	324.1	$	487.2

The charge for depreciation, which includes depreciation of assets recorded under capital leases, amounted to $84.8 million in 2007, $83.7 million in 2006, and $85.0 million in 2005.

9. Lease Commitments – At December 31, 2007, Northern Trust was obligated under a number of non-cancelable operating leases for buildings and equipment. Certain leases contain rent escalation clauses based on market indices or

50 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

increases in real estate taxes and other operating expenses and renewal option clauses calling for increased rentals. There are no restrictions imposed by any lease agreement regarding the payment of dividends, debt financing or Northern Trust entering into further lease agreements. Minimum annual lease commitments as of December 31, 2007 for all non-cancelable operating leases with a term of 1 year or more are as follows:

(In Millions)	FUTURE MINIMUM LEASE PAYMENTS
2008	$	65.7
2009		63.1
2010		61.0
2011		58.3
2012		53.1
Later Years		421.3
Total Minimum Lease Payments	$	722.5

Net rental expense for operating leases included in occupancy expense amounted to $75.3 million in 2007, $72.0 million in 2006, and $63.4 million in 2005.

One of the buildings and related land utilized for Chicago operations has been leased under an agreement that qualifies as a capital lease. The long-term financing for the property was provided by the Corporation and the Bank. In the event of sale or refinancing, the Bank would anticipate receiving all proceeds except for 58% of any proceeds in excess of the original project costs, which will be paid to the lessor.

The following table reflects the future minimum lease payments required under capital leases, net of any payments received on the long-term financing, and the present value of net capital lease obligations at December 31, 2007.

(In Millions)	FUTURE MINIMUM LEASE PAYMENTS, NET
2008	$	2.9
2009		2.9
2010		(38.3	)
2011		7.8
2012		7.9
Later Years		55.7
Total Minimum Lease Payments, net		38.9
Less: Amount Representing Interest		27.1
Net Present Value under Capital Lease Obligations	$	11.8

Note: In 2007, the term of the capital lease for the Chicago operations center was extended. The minimum lease payments shown in the table above include an anticipated principal re-payment in 2010 and the revised future minimum lease payments under the terms of the lease extension.

10. Business Combinations – On March 31, 2005, Northern Trust completed its acquisition of Baring Asset Management’s Financial Services Group (FSG), a fund services group that offered fund administration, custody, and trust services, from ING Group N.V. (The Netherlands). The final adjusted purchase price totaled 261.5 million British Pounds Sterling. The acquisition increased Northern Trust’s global fund administration, hedge fund, private equity, and property administration capabilities. The results of operations for FSG have been included within Northern Trust’s operating results subsequent to the March 31, 2005 acquisition date.

11. Goodwill and Other Intangibles – The changes in the carrying amount of goodwill for the years ended December 31, 2007 and 2006 are as follows:

(In Millions)	CORPORATE AND INSTITUTIONAL SERVICES			PERSONAL FINANCIAL SERVICES			TOTAL
Balance at December 31, 2005	$	324.1		$	65.2		$	389.3
Goodwill Acquired:
Financial Services Group*		12.9			(6.0	)		6.9
Other Changes**		24.7			1.6			26.3
Balance at December 31, 2006	$	361.7		$	60.8		$	422.5
Sale of Non-U.S. Subsidiary		(.2	)		–			(.2	)
Other Changes **		3.5			–			3.5
Balance at December 31, 2007	$	365.0		$	60.8		$	425.8

* Balances reflect final purchase price adjustments and related reallocations.

** Includes the effect of foreign exchange rates on non-U.S. dollar denominated goodwill.

Other intangible assets are included in other assets in the consolidated balance sheet. The gross carrying amount and accumulated amortization of other intangible assets as of December 31, 2007 and 2006 are as follows:

OTHER INTANGIBLE ASSETS-SUBJECT TO AMORTIZATION *

	DECEMBER 31
(In Millions)	2007 **		2006
Gross Carrying Amount	$	245.2	$	247.9
Accumulated Amortization		142.1		122.2
Net Book Value	$	103.1	$	125.7

* Includes the effect of foreign exchange rates on non-U.S. dollar denominated intangible assets.

** 2007 balances include an adjustment of $3.6 million related to the sale of a non-U.S. subsidiary.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other intangible assets consist primarily of the value of acquired client relationships. Amortization expense related to other intangible assets was $20.9 million, $22.4 million, and $20.4 million for the years ended December 31, 2007, 2006, and 2005, respectively. Amortization expense for the years 2008, 2009, 2010, 2011, and 2012 is estimated to be $18.4 million, $17.9 million, $16.0 million, $12.3 million, and $12.5 million, respectively.

12. Senior Notes, Long-Term Debt, and Line of Credit – Senior Notes. A summary of senior notes outstanding at December 31 is presented below.

($ In Millions)	RATE		2007		2006
Corporation-Senior Notes (a) (d)
Fixed Rate Due Aug. 2011 (f)	5.30	%	$	249.4	$	249.2
Fixed Rate Due Nov. 2012 (g) (h)	5.20			204.8		–
Bank-Senior Note (a) (d)
Floating Rate – Sterling Denominated Due March 2010	6.725			199.7		196.2
Total Senior Notes			$	653.9	$	445.4

Long-Term Debt. A summary of long-term debt outstanding at December 31 is presented below.

($ In Millions)	2007		2006
Bank-Subordinated Debt (a) (d)
6.25% Notes due June 2008 (b)	$	100.0	$	100.0
7.10% Notes due Aug. 2009 (b)		200.0		200.0
6.30% Notes due March 2011 (b)		150.0		150.0
4.60% Notes due Feb. 2013 (b)		200.0		200.0
5.85% Notes due Nov. 2017 (b) (h)		207.0		–
5.375% Sterling Denominated Notes due March 2015 (e)		298.6		293.1
Total Bank-Subordinated Debt		1,155.6		943.1
Federal Home Loan Bank Borrowings
One Year or Less (Average Rate at Year End – 4.98% in 2007; 5.35% in 2006)		354.9		509.0
One to Three Years (Average Rate at Year End – 6.56% in 2007; 6.08% in 2006)		330.0		234.9
Three to Five Years (Average Rate at Year End – 5.05% in 2007; 6.23% in 2006)		595.0		275.0
Five to Ten Years (Average Rate at Year End – 5.25% in 2007; 4.79% in 2006)		235.1		285.1
Over Ten Years (Average Rate at Year End – 6.29% in 2006)		–		50.0
Total Federal Home Loan Bank Borrowings		1,515.0		1,354.0
Capital Lease Obligations (c)		11.8		10.8
Total Long-Term Debt	$	2,682.4	$	2,307.9
Long-Term Debt Qualifying as Risk-Based Capital	$	829.6	$	713.8

(a) Not redeemable prior to maturity.

(b) Under the terms of its current Offering Circular dated October 30, 2007, the Bank has the ability to offer from time to time its senior bank notes in an aggregate principal amount of up to $4.5 billion at any one time outstanding and up to an additional $800 million of subordinated notes. Each senior note will mature from 30 days to fifteen years, and each subordinated note will mature from five years to fifteen years, following its date of original issuance. Each note will mature on such date as selected by the initial purchaser and agreed to by the Bank.

(c) Refer to Note 9.

(d) Debt issue costs are recorded as an asset and amortized on a straight-line basis over the life of the Note.

(e) Notes issued at a discount of .484%.

(f) Notes issued at a discount of .035%.

(g) Notes issued at a discount of .044%.

(h) Interest-rate swap contracts were entered into to modify the interest expense on these senior and subordinated notes from fixed rates to floating rates. The swaps are recorded as fair value hedges and at December 31, 2007, increases in the carrying values of the senior and subordinated notes outstanding of $5.2 million and $7.0 million, respectively, were recorded.

Line of Credit. The Corporation maintains an available revolving line of credit totaling $150 million. Commitment fees required under the revolver are based on the long-term senior debt ratings of the Corporation. There were no borrowings under the line of credit during 2007 or 2006, except for discretionary borrowings of minimum amounts to test the draw-down process.

52 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Floating Rate Capital Debt – In January 1997, the Corporation issued $150 million of Floating Rate Capital Securities, Series A, through a statutory business trust wholly-owned by the Corporation (“NTC Capital I”). In April 1997, the Corporation also issued, through a separate wholly-owned statutory business trust (“NTC Capital II”), $120 million of Floating Rate Capital Securities, Series B. The sole assets of the trusts are Subordinated Debentures of Northern Trust Corporation that have the same interest rates and maturity dates as the corresponding distribution rates and redemption dates of the Floating Rate Capital Securities. The Series A Securities were issued at a discount to yield 60.5 basis points above the three-month London Interbank Offered Rate (LIBOR) and are due January 15, 2027. The Series B Securities were issued at a discount to yield 67.9 basis points above the three-month LIBOR and are due April 15, 2027. Both Series A and B Securities qualify as tier 1 capital for regulatory purposes. NTC Capital I and NTC Capital II are considered variable interest entities under FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities”. However, as the Corporation has determined that it is not the primary beneficiary of the trusts, they are not consolidated by the Corporation.

The Corporation has fully, irrevocably and unconditionally guaranteed all payments due on the Series A and B Securities. The holders of the Series A and B Securities are entitled to receive preferential cumulative cash distributions quarterly in arrears (based on the liquidation amount of $1,000 per Security) at an interest rate equal to the rate on the corresponding Subordinated Debentures. The interest rate on the Series A and Series B securities is equal to three-month LIBOR plus 0.52% and 0.59%, respectively. Subject to certain exceptions, the Corporation has the right to defer payment of interest on the Subordinated Debentures at any time or from time to time for a period not exceeding 20 consecutive quarterly periods provided that no extension period may extend beyond the stated maturity date. If interest is deferred on the Subordinated Debentures, distributions on the Series A and B Securities will also be deferred and the Corporation will not be permitted, subject to certain exceptions, to pay or declare any cash distributions with respect to the Corporation’s capital stock or debt securities that rank the same as or junior to the Subordinated Debentures, until all past due distributions are paid. The Subordinated Debentures are unsecured and subordinated to substantially all of the Corporation’s existing indebtedness.

The Corporation has the right to redeem the Series A and Series B Subordinated Debentures, in whole or in part, at a price equal to the principal amount plus accrued and unpaid interest. The following table summarizes the book values of the outstanding Subordinated Debentures as of December 31, 2007 and 2006:

	DECEMBER 31
(In Millions)	2007		2006
NTC Capital I Subordinated Debentures due January 15, 2027	$	153.7	$	153.6
NTC Capital II Subordinated Debentures due April 15, 2027		122.9		122.9
Total Subordinated Debentures	$	276.6	$	276.5

14. Stockholders’ Equity – Preferred Stock. The Corporation is authorized to issue 10,000,000 shares of preferred stock without par value. The Board of Directors of the Corporation is authorized to fix the particular preferences, rights, qualifications and restrictions for each series of preferred stock issued. There was no preferred stock outstanding at December 31, 2007 or 2006.

Preferred Stock Purchase Rights – On July 21, 1998 the Board of Directors of the Corporation declared a dividend distribution of one Preferred Stock Purchase Right for each outstanding share of the Corporation’s common stock issuable to stockholders of record at the close of business on October 31, 1999. As a result of anti-dilution provisions, each share of common stock now has one-half of one Right associated with it. Each Right is exercisable for one one-hundredth of a share of Series A Junior Participating Preferred Stock at an exercise price of $330.00, subject to adjustment. The Rights will be evidenced by the common stock certificates and will not be exercisable or transferable apart from the common stock until twenty days after a person or group acquires 15 percent or more of the shares of common stock then outstanding or announces a tender or exchange offer which if consummated would result in ownership of 15 percent or more of the outstanding common stock.

In the event that any person or group acquires 15 percent or more of the outstanding shares of common stock, each Right entitles the holder, other than such person or group, to purchase that number of shares of common stock of the Corporation having a market value of twice the exercise price of the Right. At any time thereafter if the Corporation consummates a business combination transaction or sells substantially all of its assets, each Right entitles the holder, other than the person or group acquiring 15 percent or more of the outstanding shares of common stock, to purchase that number of shares of surviving company stock which at the

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

time of the transaction would have a market value of twice the exercise price of the Right.

The Rights do not have voting rights and are redeemable at the option of the Corporation at a price of one-half of one cent per Right at any time prior to the close of business on the twentieth day following announcement by the Corporation of the acquisition of 15 percent or more of the outstanding common stock by a person or group. Unless earlier redeemed, the Rights will expire on October 31, 2009.

Common Stock. An analysis of changes in the number of shares of common stock outstanding follows:

	2007		2006		2005
Balance at January 1	218,700,956		218,128,986		219,067,733
Incentive Plan and Awards	128,095		166,681		469,640
Stock Options Exercised	5,042,322		2,764,505		2,126,472
Treasury Stock Purchased	(3,262,539	)	(2,359,216	)	(3,534,859	)
Balance at December 31	220,608,834		218,700,956		218,128,986

The Corporation’s current share buyback program authorization was increased to 12.0 million shares in October 2006. Under this program, the Corporation may purchase an additional 8.7 million shares after December 31, 2007. The repurchased shares would be used for general purposes of the Corporation, including the issuance of shares under stock option and other incentive plans of the Corporation. The average price paid per share for common stock repurchased in 2007, 2006, and 2005 was $67.10, $55.65, and $48.05, respectively.

54 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Accumulated Other Comprehensive Income – The following table summarizes the components of accumulated other comprehensive income at December 31, 2007, 2006, and 2005, and changes during the years then ended.

	PERIOD CHANGE
(In Millions)	BEGINNING BALANCE (NET OF TAX)			BEFORE TAX AMOUNT			TAX EFFECT			ENDING BALANCE (NET OF TAX)
DECEMBER 31, 2007
Unrealized Gains (Losses) on Securities Available for Sale	$	4.5		$	(45.3	)	$	17.0		$	(23.8	)
Less: Reclassification Adjustments		–			7.8			(2.9	)		4.9
Net Unrealized Gains (Losses) on Securities Available for Sale		4.5			(53.1	)		19.9			(28.7	)
Unrealized Gains (Losses) on Cash Flow Hedge Designations		2.2			(18.6	)		7.0			(9.4	)
Less: Reclassification Adjustments		–			(10.2	)		3.8			(6.4	)
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations		2.2			(8.4	)		3.2			(3.0	)
Foreign Currency Translation Adjustments		18.5			(9.4	)		12.1			21.2
Pension and Other Postretirement Benefit Adjustments
Net Actuarial (Loss) Gain		(165.0	)		137.4			(43.4	)		(71.0	)
Prior Service Cost		(6.7	)		(.8	)		.4			(7.1	)
Transition Obligation		(2.1	)		.6			(.2	)		(1.7	)
Total Pension and Other Postretirement Benefit Adjustments		(173.8	)		137.2			(43.2	)		(79.8	)
Accumulated Other Comprehensive Income	$	(148.6	)	$	66.3		$	(8.0	)	$	(90.3	)
DECEMBER 31, 2006
Unrealized Gains (Losses) on Securities Available for Sale	$	(5.2	)	$	16.9		$	(6.3	)	$	5.4
Less: Reclassification Adjustments		–			1.4			(.5	)		.9
Net Unrealized Gains (Losses) on Securities Available for Sale		(5.2	)		15.5			(5.8	)		4.5
Unrealized Gains (Losses) on Cash Flow Hedge Designations		(.8	)		3.7			(1.4	)		1.5
Less: Reclassification Adjustments		–			(1.2	)		.5			(.7	)
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations		(.8	)		4.9			(1.9	)		2.2
Foreign Currency Translation Adjustments *		1.5			1.3			15.7			18.5
Minimum Pension Liability		(14.2	)		22.7			(8.5	)		–
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Loss		–			(260.9	)		95.9			(165.0	)
Prior Service Cost		–			(10.7	)		4.0			(6.7	)
Transition Obligation		–			(3.3	)		1.2			(2.1	)
Total Pension and Other Postretirement Benefit Adjustments		–			(274.9	)		101.1			(173.8	)
Accumulated Other Comprehensive Income	$	(18.7	)	$	(230.5	)	$	100.6		$	(148.6	)
* The 2006 tax effect on foreign currency translation adjustments reflects the reversal of deferred taxes on translation gains associated with certain foreign investments.
DECEMBER 31, 2005
Unrealized Gains (Losses) on Securities Available for Sale	$	(.7	)	$	(7.0	)	$	2.5		$	(5.2	)
Less: Reclassification Adjustments		–			–			–			–
Net Unrealized Gains (Losses) on Securities Available for Sale		(.7	)		(7.0	)		2.5			(5.2	)
Unrealized Gains (Losses) on Cash Flow Hedge Designations		.5			2.3			(.8	)		2.0
Less: Reclassification Adjustments		–			4.5			(1.7	)		2.8
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations		.5			(2.2	)		.9			(.8	)
Foreign Currency Translation Adjustments		(.8	)		3.2			(.9	)		1.5
Minimum Pension Liability		(13.7	)		(.9	)		.4			(14.2	)
Accumulated Other Comprehensive Income	$	(14.7	)	$	(6.9	)	$	2.9		$	(18.7	)

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Net Income Per Common Share Computations – The computation of net income per common share is presented below.

(In Millions Except Share Information)	2007		2006		2005
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding		219,680,628		217,766,035		218,101,996
Net Income	$	726.9	$	665.4	$	584.4
Basic Net Income Per Common Share		3.31		3.06		2.68
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding		219,680,628		217,766,035		218,101,996
Plus: Dilutive Potential Common Shares
Stock Options		3,398,552		2,957,063		2,409,023
Stock Incentive Plans		1,236,485		1,061,016		1,046,169
Average Common and Potential Common Shares		224,315,665		221,784,114		221,557,188
Net Income	$	726.9	$	665.4	$	584.4
Diluted Net Income Per Common Share		3.24		3.00		2.64

Note: For the years ended December 31, 2007, 2006, and 2005, options to purchase 3,748,499, 5,127,246, and 11,281,496 shares of the Corporation’s common stock, respectively, were not included in the computation of diluted net income per common share because the exercise prices were greater than the average market price of Northern Trust’s common stock during these periods.

17. Net Interest Income – The components of net interest income were as follows:

(In Millions)	2007		2006		2005
Interest Income
Loans and Leases	$	1,241.8	$	1,111.5	$	878.8
Securities – Taxable		591.5		527.2		291.7
– Non-Taxable		38.9		39.7		41.4
Time Deposits with Banks		776.7		481.2		341.3
Federal Funds Sold and Securities Purchased under Agreements to Resell and Other		68.8		47.2		37.4
Total Interest Income		2,717.7		2,206.8		1,590.6
Interest Expense
Deposits		1,519.9		1,060.8		621.5
Federal Funds Purchased		79.9		104.0		49.1
Securities Sold under Agreements to Repurchase		80.1		99.0		52.1
Commercial Paper		–		2.9		4.7
Other Borrowings		22.3		26.2		12.6
Senior Notes		26.7		16.5		11.7
Long-Term Debt		141.0		152.6		166.6
Floating Rate Capital Debt		16.2		14.9		10.9
Total Interest Expense		1,886.1		1,476.9		929.2
Net Interest Income	$	831.6	$	729.9	$	661.4

18. Other Operating Income – The components of other operating income were as follows:

(In Millions)	2007			2006		2005
Loan Service Fees	$	16.5		$	17.1	$	18.1
Banking Service Fees		35.7			35.8		34.3
Gain on Sale of Buildings		–			–		7.9
Loss on Sale of Non-U.S. Subsidiary		(4.1	)		–		–
Other Income		61.0			44.9		37.2
Total Other Operating Income	$	109.1		$	97.8	$	97.5

19. Other Operating Expenses – The components of other operating expenses were as follows:

(In Millions)	2007		2006		2005
Business Promotion	$	77.0	$	65.2	$	60.8
Other Intangibles Amortization		20.9		22.4		20.4
Other Expenses		147.2		108.2		90.8
Total Other Operating Expenses	$	245.1	$	195.8	$	172.0

56 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. Visa Indemnification Charges – In October 2007, Northern Trust, as a member of Visa U.S.A. Inc. (Visa U.S.A.), received shares of restricted stock in Visa, Inc. (Visa) as a result of its participation in the global restructuring of Visa U.S.A., Visa Canada Association, and Visa International Service Association in preparation for an initial public offering by Visa. Northern Trust and other Visa U.S.A. member banks are obligated to share in potential losses resulting from certain indemnified litigation involving Visa. On November 7, 2007, Visa announced the settlement of the portion of the litigation that involved American Express. In consideration of the announced American Express settlement and Northern Trust’s proportionate membership share of Visa U.S.A., Northern Trust recorded a liability and corresponding charge of $50 million for the American Express settlement.

A member bank such as Northern Trust is also required to recognize the contingent obligation to indemnify Visa under Visa’s bylaws (as those bylaws were modified at the time of the Visa restructuring on October 3, 2007), for potential losses arising from the other indemnified litigation that has not yet settled at its estimated fair value in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. Northern Trust is not a party to this litigation and does not have access to any specific, non-public information concerning the matters that are the subject of the indemnification obligations. While the estimation of any potential losses is highly judgmental, as of December 31, 2007, Northern Trust has recorded a liability and corresponding charge of $100 million for the remaining litigation, bringing the total Visa indemnification charges to $150 million.

Visa has stated that payments related to the above litigation matters will be funded from an escrow account to be established with a portion of the proceeds from its planned initial public offering. The ultimate resolution of these litigation matters is highly uncertain. However, Northern Trust currently anticipates that its proportionate share of the proceeds of Visa’s planned initial public offering will more than offset any indemnification liabilities related to Visa litigation.

21. Income Taxes – The following table reconciles the total provision for income taxes recorded in the consolidated statement of income with the amounts computed at the statutory federal tax rate of 35%.

(In Millions)	2007			2006			2005
Tax at Statutory Rate	$	371.3		$	358.5		$	310.7
Tax Exempt Income		(12.3	)		(12.6	)		(13.8	)
Leveraged Lease Adjustments		–			16.8			–
Foreign Tax Rate Differential		(18.4	)		(7.9	)		–
State Taxes, net		6.2			15.2			18.8
Other		(12.9	)		(11.2	)		(12.3	)
Provision for Income Taxes	$	333.9		$	358.8		$	303.4

The Corporation files income tax returns in the U.S. federal, various state, and foreign jurisdictions. The Corporation is no longer subject to income tax examinations by U.S. federal, state, or local, or by non-U.S tax authorities for years before 1997.

The Corporation adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement 109” (FIN 48), on January 1, 2007. Included in other liabilities within the consolidated balance sheet at January 1, 2007 and December 31, 2007 were $211.2 million and $237.0 million of unrecognized tax benefits, respectively. If recognized, 2007 net income would have increased by $20.6 million, resulting in a decrease of the effective income tax rate. Except for possible adjustments related to leveraged leases as discussed below, management does not anticipate significant adjustments to the amount of total unrecognized tax benefits within the next twelve months. Included in unrecognized tax benefits at January 1, 2007 and December 31, 2007 were $187 million and $208 million, respectively, of U.S. federal and state tax positions relating to leveraged leasing tax deductions challenged by the IRS for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. As a result of the adoption of FIN 48, this liability was transferred from a deferred tax liability to a current tax liability. The 2007 increase primarily reflects an additional year of tax deductions expected to be taken on the previously existing leveraged leases. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of accelerated deductions would not affect the annual effective tax rate, but would accelerate the payment of cash to tax authorities to an earlier period.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In Millions)
Balance at January 1, 2007	$	211.2
Additions for tax positions taken in the current year		19.5
Additions for tax positions taken in prior years		9.6
Reductions for tax positions taken in prior years		(2.8	)
Reductions resulting from expiration of statutes		(.5	)
Balance at December 31, 2007	$	237.0

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On July 13, 2006, the FASB issued Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2), which amends FASB Statement No. 13, “Accounting for Leases.” This Staff Position addresses how a change or projected change in the timing of cash flows relating to income taxes generated by a leveraged lease affects the accounting by a lessor for that lease. FSP 13-2 requires a recalculation of the rate of return and allocation of income from the inception of a leveraged lease if, during the lease term, the expected timing of the income tax cash flows generated by a leveraged lease is revised. The recalculation includes actual cash flows that occurred up to the date of the recalculation and projected cash flows thereafter. In accordance with FSP 13-2, the cumulative effect of applying its provisions was reported as an adjustment to the beginning balance of Northern Trust’s retained earnings upon its adoption. Based on estimates relating to the eventual resolution of the leveraged leasing tax matter with the IRS, including the timing and amount of any potential payments, adoption as of January 1, 2007 reduced Northern Trust’s stockholders’ equity by $73.4 million and reduced 2007 net income by approximately $8.0 million. These amounts will be recognized into income over the remaining terms of the affected leveraged leases.

It is possible that the amount of leveraged lease related uncertain tax positions and related cash flows could change significantly in the next twelve months if the Corporation is able to resolve this matter with the IRS or if management becomes aware of new information that would lead it to change its assumptions regarding the timing or amount of any potential payments to the IRS. In accordance with FSP 13-2, if a revision of management’s current assumptions is required in a future period, the impact of the revision will be recorded through earnings in the period in which the assumption changed. Management does not believe that subsequent changes, if any, would have a material effect on the consolidated financial position or liquidity of Northern Trust, although they could have a material effect on operating results for a particular period.

During the years ended December 31, 2007, 2006, and 2005, included in the provision for income taxes were $7.3 million, $15.7 million, and $5.4 million of interest and penalties net of tax. As of January 1, 2007 and December 31, 2007, the liability for the potential payment of interest and penalties totaled $39.4 million and $46.3 million net of tax, respectively.

In 2006 Northern Trust increased, by approximately $11 million, its tax reserve related to leveraged leasing transactions that have been challenged by the IRS and recorded a $5.8 million tax provision as a result of legislation repealing the exclusion from federal income taxation of certain income generated by a form of a leveraged lease known as an Ownership Foreign Sales Corporation transaction.

Pretax earnings of non-U.S. subsidiaries are subject to U.S. taxation when effectively repatriated. Northern Trust provides income taxes on the undistributed earnings of non-U.S. subsidiaries, except to the extent that those earnings are indefinitely reinvested outside the U.S. Northern Trust elected to indefinitely reinvest $119.5 million and $60 million of the 2007 and 2006 earnings of certain non-U.S. subsidiaries, respectively, and, therefore, in accordance with APB Opinion No. 23, “Accounting for Income Taxes – Special Areas,” no deferred income taxes were recorded on those earnings. Based on the current U.S. federal income tax rate, an additional provision (net of U.S. foreign tax credits) of approximately $18.4 million and $7.9 million would have been required in 2007 and 2006, respectively, if Northern Trust had not elected to indefinitely reinvest those earnings.

The components of the consolidated provision for income taxes for each of the three years ended December 31 are as follows:

(In Millions)	2007			2006		2005
Current Tax Provision:
Federal	$	286.6		$	188.7	$	174.2
State		14.1			17.6		9.2
Non-U.S.		103.5			68.6		48.9
Total	$	404.2		$	274.9	$	232.3
Deferred Tax Provision:
Federal		(65.8	)		78.1		51.5
State		(4.5	)		5.8		19.6
Total		(70.3	)		83.9		71.1
Provision for Income Taxes	$	333.9		$	358.8	$	303.4

In addition to the amounts shown above, tax liabilities (benefits) have been recorded directly to stockholders’ equity for the following items:

(In Millions)	2007			2006			2005
Current Tax Benefit for Employee Stock Options and Other Stock-Based Plans	$	(45.1	)	$	(21.3	)	$	(13.4	)
Tax Effect of Other Comprehensive Income		8.0			(100.6	)		(2.9	)

58 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred taxes result from temporary differences between the amounts reported in the consolidated financial statements and the tax bases of assets and liabilities. Deferred tax liabilities and assets have been computed as follows:

	DECEMBER 31
(In Millions)	2007		2006		2005
Deferred Tax Liabilities:
Lease Financing	$	475.1	$	689.1	$	644.4
Software Development		128.6		118.3		108.1
Accumulated Depreciation		11.0		16.0		25.3
Compensation and Benefits		12.5		–		28.5
State Taxes, net		31.6		44.2		59.2
Other Liabilities		48.5		21.9		19.3
Gross Deferred Tax Liabilities		707.3		889.5		884.8
Deferred Tax Assets:
Reserve for Credit Losses		54.6		51.5		47.3
Compensation and Benefits		–		19.0		–
Visa Indemnification Charges		52.5		–		–
Other Assets		55.3		27.9		29.7
Gross Deferred Tax Assets		162.4		98.4		77.0
Valuation Reserve		–		–		–
Deferred Tax Assets, net of Valuation Reserve		162.4		98.4		77.0
Net Deferred Tax Liabilities	$	544.9	$	791.1	$	807.8

No valuation allowance related to deferred tax assets has been recorded at December 31, 2007, 2006, and 2005 as management believes it is more likely than not that the deferred tax assets will be fully realized.

At December 31, 2007, Northern Trust had state net operating loss carryforwards of $236 million which are available to reduce future state tax return liabilities. If not used, the loss carryforwards will expire from 2018 through 2022. The carryforwards are subject to various limitations imposed by tax laws.

22. Employee Benefits – The Corporation and certain of its subsidiaries provide various benefit programs, including defined benefit pension, postretirement health care, and defined contribution plans. A description of each major plan and related disclosures are provided below.

Effective with the adoption of the recognition provisions of SFAS No. 158 on December 31, 2006, Northern Trust recorded in accumulated other comprehensive income, net of tax, actuarial gains and losses, prior service costs and benefits, and the unamortized transition obligation associated with its defined benefit pension and postretirement health care plans that had not yet been recognized within net periodic benefit expense. Previously, Northern Trust accounted for its defined benefit pension and postretirement health care plans in accordance with FASB Statements No. 87 and 106, respectively, which provided for such amounts to be recorded as adjustments to the prepaid or accrued pension or postretirement benefit cost. Expense recognition under the new standard does not change since amounts recorded in accumulated other comprehensive income will continue to be recognized as components of net periodic benefit expense over the future working lifetime of eligible participants.

The following table summarizes the amounts recognized as components of accumulated other comprehensive income at December 31, 2007, and the changes during the year then ended, on a combined basis for defined benefit pension and postretirement healthcare plans. All plans experienced net actuarial gains in 2007, primarily as a result of asset performance and changes in the economic assumptions used to value the plans’ liabilities.

	PERIOD CHANGE
(In Millions)	BEGINNING BALANCE (NET OF TAX)			BEFORE TAX AMOUNT			TAX EFFECT			ENDING BALANCE (NET OF TAX)
DECEMBER 31, 2007
Net Actuarial Loss	$	(165.0	)	$	117.1		$	(35.9	)	$	(83.8	)
Less: Reclassification Adjustments		–			20.3			(7.5	)		12.8
Net Actuarial Loss		(165.0	)		137.4			(43.4	)		(71.0	)
Prior Service Cost		(6.7	)		(1.8	)		.8			(7.7	)
Less: Reclassification Adjustments		–			1.0			(.4	)		.6
Prior Service Cost		(6.7	)		(.8	)		.4			(7.1	)
Transition Obligation		(2.1	)		–			–			(2.1	)
Less: Reclassification Adjustments		–			.6			(.2	)		.4
Transition Obligation		(2.1	)		.6			(.2	)		(1.7	)
Total Included in Accumulated Other Comprehensive Income	$	(173.8	)	$	137.2		$	(43.2	)	$	(79.8	)

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension. A noncontributory qualified defined benefit pension plan covers substantially all U.S. employees of Northern Trust. Employees of various European subsidiaries participate in local defined benefit plans, although those plans have been closed to new participants.

Northern Trust also maintains a noncontributory supplemental pension plan for participants whose retirement benefit payments under the U.S. plan are expected to exceed the limits imposed by federal tax law. Northern Trust has a nonqualified trust, referred to as a “Rabbi” Trust, used to hold assets designated for the funding of benefits in excess of those permitted in certain of its qualified retirement plans. This arrangement offers participants a degree of assurance for payment of benefits in excess of those permitted in the related qualified plans. As the “Rabbi” Trust assets remain subject to the claims of creditors and are not the property of the employees, they are accounted for as corporate assets and are included in other assets in the consolidated balance sheet. Total assets in the “Rabbi” Trust related to the nonqualified pension plan at December 31, 2007 and 2006 amounted to $49.1 million and $49.7 million, respectively.

The following tables set forth the status, amounts included in accumulated other comprehensive income, and the net periodic pension expense of the U.S. plan, non-U.S. plans, and supplemental plan for 2007 and 2006 based on a September 30 measurement date. Prior service costs are being amortized on a straight-line basis over 9 years for both the U.S. plan and the supplemental plan.

PLAN STATUS

	U.S. PLAN						NON-U.S. PLANS						SUPPLEMENTAL PLAN
($ In Millions)	2007			2006			2007			2006			2007			2006
Accumulated Benefit Obligation	$	445.4		$	437.3		$	95.5		$	100.3		$	52.0		$	52.6
Projected Benefit		518.1			518.5			126.9			133.2			61.3			67.4
Plan Assets at Fair Value		741.5			558.5			139.7			122.3			–			–
Funded Status at September 30		223.4			40.0			12.8			(10.9	)		(61.3	)		(67.4	)
Funding October to December		–			105.0			3.1			3.6			1.9			1.5
Funded Status at December 31	$	223.4		$	145.0		$	15.9		$	(7.3	)	$	(59.4	)	$	(65.9	)
Weighted-Average Assumptions:
Discount Rates		6.25	%		5.75	%		5.71	%		4.97	%		6.25	%		5.75	%
Rate of Increase in Compensation Level		4.02			3.80			4.61			4.40			4.02			3.80
Expected Long-Term Rate of Return on Assets		8.25			8.25			7.25			6.83			N/A			N/A

AMOUNTS INCLUDED IN ACCUMULATED OTHER COMPREHENSIVE INCOME

	U.S. PLAN				NON-U.S. PLANS					SUPPLEMENTAL PLAN
($ In Millions)	2007		2006		2007			2006		2007		2006
Net Actuarial Loss (Gain)	$	79.5	$	185.7	$	(2.3	)	$	19.0	$	27.9	$	35.4
Prior Service Cost at December 31		10.9		10.2		–			–		1.4		1.4
Gross Amount in Accumulated Other Comprehensive Income		90.4		195.9		(2.3	)		19.0		29.3		36.8
Income Tax Effect at December 31		34.3		73.4		.5			5.2		11.1		13.8
Net Amount in Accumulated Other Comprehensive Income	$	56.1	$	122.5	$	(2.8	)	$	13.8	$	18.2	$	23.0

60 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NET PERIODIC PENSION EXPENSE

	U.S. PLAN									NON-U.S. PLANS									SUPPLEMENTAL PLAN
($ In Millions)	2007			2006			2005			2007			2006			2005			2007			2006			2005
Service Cost	$	31.0		$	29.3		$	26.4		$	5.8		$	5.7		$	3.6		$	2.0		$	2.3		$	2.4
Interest Cost		28.6			27.7			25.5			6.6			5.1			3.7			3.6			3.4			3.2
Expected Return on Plan Assets		(48.5	)		(37.9	)		(35.9	)		(8.3	)		(6.5	)		(5.5	)		N/A			N/A			N/A
Amortization:
Net Loss		14.9			15.6			11.8			1.2			1.1			1.8			2.9			2.9			2.6
Prior Service Cost		1.1			1.1			1.1			–			–			–			–			–			–
Net Periodic Pension Expense	$	27.1		$	35.8		$	28.9		$	5.3		$	5.4		$	3.6		$	8.5		$	8.6		$	8.2
Weighted-Average Assumptions:
Discount Rates		5.75	%		5.50	%		5.75	%		4.97	%		4.87	%		5.25	%		5.75	%		5.00	%		5.25	%
Rate of Increase in Compensation Level		3.80			3.80			3.60			4.40			4.27			4.23			3.80			3.80			3.60
Expected Long-Term Rate of Return on Assets		8.25			8.25			8.75			6.83			6.39			6.63			N/A			N/A			N/A

Pension expense for 2008 is expected to include approximately $10.9 million and $1.3 million related to the amortization of net loss and prior service benefit balances, respectively, from accumulated other comprehensive income.

CHANGE IN BENEFIT OBLIGATION

(MEASURED AS OF SEPTEMBER 30)

	U.S. PLAN						NON-U.S. PLANS						SUPPLEMENTAL PLAN
(In Millions)	2007			2006			2007			2006			2007			2006
Beginning Balance	$	518.5		$	489.2		$	133.2		$	99.7		$	67.4		$	68.8
Service Cost		31.0			29.3			5.8			5.7			2.0			2.3
Interest Cost		28.6			27.7			6.6			5.1			3.6			3.4
Plan Change		1.8			–			–			–			–			–
Actuarial Loss (Gain)		(32.7	)		14.6			(21.0	)		10.3			(4.6	)		1.2
Benefits Paid		(29.1	)		(42.3	)		(2.2	)		(1.7	)		(7.1	)		(8.3	)
Foreign Exchange Rate Changes		–			–			4.5			14.1			–			–
Ending Balance	$	518.1		$	518.5		$	126.9		$	133.2		$	61.3		$	67.4

ESTIMATED FUTURE BENEFIT PAYMENTS

(In Millions)	U.S. PLAN		NON-U.S. PLANS		SUPPLEMENTAL PLAN
2008	$	44.7	$	1.8	$	10.4
2009		48.0		2.0		8.9
2010		50.1		2.1		8.5
2011		52.5		2.5		5.8
2012		53.9		2.5		6.0
2013-2017		290.2		20.8		27.2

CHANGE IN PLAN ASSETS

(MEASURED AS OF SEPTEMBER 30)

	U.S. PLAN						NON-U.S. PLANS
(In Millions)	2007			2006			2007			2006
Fair Value of Assets at Beginning of Period	$	558.5		$	496.0		$	122.3		$	95.2
Actual Return on Assets		107.1			47.8			8.7			8.9
Employer Contributions		105.0			57.0			7.2			6.9
Benefits Paid		(29.1	)		(42.3	)		(2.2	)		(1.7	)
Foreign Exchange Rate Changes		–			–			3.7			13.0
Fair Value of Assets at End of Period	$	741.5		$	558.5		$	139.7		$	122.3

The minimum required contribution for the U.S. qualified plan in 2008 is estimated to be zero and the maximum deductible contribution is estimated at $70.0 million.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The allocation of the fair value of Northern Trust’s U.S. pension plan assets as of September 30, 2007 and 2006, and the target allocation, by asset category, are as follows:

Asset Category	TARGET ALLOCATION		ACTUAL – 2007		ACTUAL – 2006
Equity Securities	69.0	%	72.7	%	68.4	%
Debt Securities	21.0		19.5		20.7
Other	10.0		7.8		10.9
Total	100.0	%	100.0	%	100.0	%

A total return investment strategy approach is employed to Northern Trust’s U.S. pension plan whereby a mix of equities, fixed income and alternative asset investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. Assets held consist primarily of commingled funds that invest primarily in a diversified blend of publicly traded equities, fixed income and some private equity and hedge fund investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks and divided by investment style and market capitalization. Other assets, such as private equity and hedge funds, are used judiciously to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

A building block approach is employed to Northern Trust’s U.S. pension plan in determining the long-term rate of return for plan assets. Historical markets and long-term historical relationships between equities, fixed income and other asset classes are studied using the widely-accepted capital market principle that assets with higher volatility generate a greater return over the long-run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio rate of return is established with consideration given to diversification and rebalancing. The rate is reviewed against peer data and historical returns to verify the return is reasonable and appropriate. Based on this approach and the plan’s target asset allocation, the expected long-term rate of return on assets as of the plan’s September 30, 2007 measurement date was set at 8.25%.

Postretirement Health Care. Northern Trust maintains an unfunded postretirement health care plan. Employees retiring at age 55 or older under the provisions of the U.S. defined benefit plan who have attained 15 years of service, and U.S. employees terminating at age 55 with 5 to 14 years of service, are eligible for postretirement health care coverage. Effective January 1, 2003, the cost of this benefit is no longer subsidized by Northern Trust for new employee hires or employees who were under age 40 at December 31, 2002, or those who have not attained 15 years of service by their termination date. The provisions of this plan may be changed further at the discretion of Northern Trust, which also reserves the right to terminate these benefits at any time.

The following tables set forth the postretirement health care plan status and amounts included in accumulated other comprehensive income at December 31, the net periodic postretirement benefit cost of the plan for 2007 and 2006, and the change in the accumulated postretirement benefit obligation during 2007 and 2006. The transition obligation established January 1, 1993 is being amortized to expense over a 20 year period.

PLAN STATUS

(In Millions)	2007		2006
Accumulated Postretirement Benefit Obligation (APBO) Measured at September 30:
Retirees and Dependents	$	28.1	$	27.5
Actives Eligible for Benefits		10.5		8.7
Actives Not Yet Eligible		24.1		25.2
Net Postretirement Benefit Liability	$	62.7	$	61.4

AMOUNTS INCLUDED IN ACCUMULATED OTHER COMPREHENSIVE INCOME

($ In Millions)	2007			2006
Net Actuarial Loss	$	18.4		$	20.8
Transition Obligation		2.7			3.3
Prior Service Benefit		(.8	)		(.9	)
Gross Amount in Accumulated Other Comprehensive Income		20.3			23.2
Income Tax Effect		12.0			8.7
Net Amount in Accumulated Other Comprehensive Income	$	8.3		$	14.5

The income tax effect shown above for 2007 includes the expected impact of the non-taxable Medicare prescription drug subsidy.

62 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NET PERIODIC POSTRETIREMENT BENEFIT EXPENSE

(In Millions)	2007			2006			2005
Service Cost	$	1.9		$	1.7		$	2.0
Interest Cost		3.5			3.5			3.8
Amortization
Net Loss		1.3			1.8			2.4
Transition Obligation		.6			.6			.6
Prior Service Benefit		(.1	)		(.1	)		(.1	)
Net Periodic Postretirement Benefit Expense	$	7.2		$	7.5		$	8.7

CHANGE IN ACCUMULATED POSTRETIREMENT

BENEFIT OBLIGATION

(In Millions)	2007			2006
Beginning Balance	$	61.4		$	64.1
Service Cost		1.9			1.7
Interest Cost		3.5			3.5
Actuarial Gain		(1.1	)		(3.9	)
Benefits Paid		(3.0	)		(4.0	)
Ending Balance	$	62.7		$	61.4

ESTIMATED FUTURE BENEFIT PAYMENTS

(In Millions)	TOTAL POSTRETIREMENT MEDICAL BENEFITS		EXPECTED PRESCRIPTION DRUG SUBSIDY AMOUNT
2008	$	4.4	$	(.4	)
2009		4.7		(.9	)
2010		5.0		(1.0	)
2011		5.3		(1.1	)
2012		5.5		(1.3	)
2013-2017		32.0		(7.9	)

Net periodic postretirement benefit expense for 2008 is expected to include approximately $1.1 million and $.6 million related to the amortization from accumulated other comprehensive income of the net loss and transition obligation, respectively, and to be decreased by $.1 million related to the amortization from accumulated other comprehensive income of the prior service benefit.

The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 6.25% at December 31, 2007 and 5.75% at December 31, 2006. For measurement purposes, a 8.50% annual increase in the cost of covered medical benefits and a 11.13% annual increase in the cost of covered prescription drug benefits were assumed for 2007. These rates are assumed to gradually decrease until they reach 5.00% in 2014. The health care cost trend rate assumption has an effect on the amounts reported. For example, increasing or decreasing the assumed health care trend rate by one percentage point in each year would have the following effect.

(In Millions)	1–PERCENTAGE POINT INCREASE		1–PERCENTAGE POINT DECREASE
Effect on Total Service and Interest Cost Components	$	.1	$	(.1	)
Effect on Postretirement Benefit Obligation		1.4		(1.2	)

Defined Contribution Plans. The Corporation and its subsidiaries maintain various defined contribution plans covering substantially all employees. The Corporation’s contribution includes a matching component and a corporate performance-based component contingent upon meeting predetermined performance objectives. The estimated contribution to defined contribution plans is charged to employee benefits and totaled $44.0 million in 2007, $35.3 million in 2006, and $33.2 million in 2005.

23. Stock-Based Compensation Plans – Northern Trust adopted SFAS No. 123(R), “Share-Based Payment,” on January 1, 2006, using the modified prospective transition method provided for under the standard. SFAS No. 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123(R) requires an entity to recognize as compensation expense the grant-date fair value of stock options and other equity based compensation granted to employees within the income statement using a fair value-based method. Previously, Northern Trust accounted for its share-based incentives under the intrinsic-value-based method, allowed under FASB SFAS No. 123, “Accounting for Stock-Based Compensation,” and provided the disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”

Northern Trust’s share-based payment arrangements are described under “2002 Stock Plan” below. Total compensation expense for share-based payment arrangements was as follows:

	FOR THE YEAR ENDED DECEMBER 31,
(In Millions)	2007		2006		2005
Stock Options	$	17.8	$	17.7	$	–
Stock and Stock Unit Awards		14.2		15.0		14.4
Performance Stock Units		12.1		2.2		–
Total Share-Based Compensation Expense	$	44.1	$	34.9	$	14.4
Tax Benefits Recognized	$	16.5	$	13.1	$	5.5

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007, there was $75.6 million of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Corporation’s stock-based compensation plans. That cost is expected to be recognized as expense over a weighted-average period of approximately 2 years.

Pro forma information regarding net income and earnings per share for 2005 is presented below as if the Corporation had accounted for all stock-based compensation under the fair value method of SFAS No. 123. In February 2005, options with a weighted average fair value of $12.37 per share were granted. The terms of this option grant provided for full vesting on March 31, 2005. The pro forma information for the year ended December 31, 2005 presented below includes $29.7 million, $18.5 million after tax, of pro forma expense reflecting the full vesting of the February 2005 option grant on March 31, 2005.

(In Millions Except Per Share Information)	FOR THE YEAR ENDED DECEMBER 31, 2005
Net Income as Reported	$	584.4
Add:
Stock-Based Employee Compensation Expense Included in Reported Net Income, Net of Tax		8.9
Deduct:
Total Stock-Based Employee Compensation Expense Determined Under the Fair Value Method, Net of Tax		(37.6	)
Pro Forma Net Income	$	555.7
Earnings Per Share as Reported:
Basic	$	2.68
Diluted		2.64
Pro Forma Earnings Per Share:
Basic	$	2.55
Diluted		2.49

SFAS No. 123(R) requires that any deferred compensation related to awards granted prior to its adoption must be eliminated against the appropriate equity accounts. As a result, the presentation within the consolidated statement of changes in stockholders’ equity was revised upon the adoption of SFAS No. 123(R) to reflect the transfer of balances previously reported in the deferred compensation and the common stock issuable – stock incentive plans accounts to additional paid-in capital.

2002 Stock Plan. The Amended and Restated Northern Trust Corporation 2002 Stock Plan (the Plan) is administered by the Compensation and Benefits Committee (Committee) of the Board of Directors. All employees of the Corporation and its subsidiaries and all directors of the Corporation are eligible to receive awards under the Plan. The Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units and performance shares. As detailed below, grants are outstanding under both the Plan and The Northern Trust Corporation Amended 1992 Incentive Stock Plan (1992 Plan), a predecessor plan. The total number of shares of the Corporation’s common stock authorized for issuance under the Plan is 40,000,000. As of December 31, 2007, shares available for future grant under the Plan totaled 22,713,142.

The following description applies to awards under the Plan and the 1992 Plan, as applicable.

Stock Options. Stock options consist of options to purchase common stock at prices not less than 100% of the fair market value thereof on the date the options are granted. Options have a maximum ten-year life and generally vest and become exercisable in one to four years after the date of grant. In addition, all options may become exercisable upon a “change of control” as defined in the Plan or the 1992 Plan. All options terminate at such time as determined by the Committee and as provided in the terms and conditions of the respective option grants.

The weighted-average assumptions used for options granted during the years ended December 31 are as follows:

	2007		2006		2005
Expected Term (in Years)	5.9		5.7		5.5
Dividend Yield	2.50	%	2.75	%	3.03	%
Expected Volatility	28.3		33.7		33.7
Risk Free Interest Rate	4.67		4.36		4.22

The expected term of the options represents the period of time that options granted are expected to be outstanding based primarily on the historical exercise behavior attributable to previous option grants. Dividend yield represents the estimated yield from dividends paid on the Corporation’s stock over the expected term of the options. Expected volatility is determined based on the historical daily volatility of Northern Trust’s stock price over a period equal to the expected term of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for a period equal to the expected term of the options granted.

64 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information about stock options granted, vested, and exercised in the years ended December 31.

(In Millions, Except Per Share Information)	2007		2006		2005
Weighted average grant-date per share fair value of stock options granted	$	17.40	$	15.35	$	12.45
Fair value of stock options vested		15.3		22.8		71.1
Stock options exercised
Intrinsic value		130.7		69.0		48.2
Cash received		204.8		84.4		50.6
Tax deduction benefits realized		38.4		17.0		12.0

The following is a summary of changes in nonvested stock options for the year ended December 31, 2007.

NONVESTED SHARES	SHARES		WEIGHTED- AVERAGE GRANT-DATE FAIR VALUE PER SHARE
Nonvested at December 31, 2006	3,025,917		$	14.65
Granted	1,398,993			17.40
Vested	(1,065,145	)		14.36
Forfeited or cancelled	(177,202	)		15.88
Nonvested at December 31, 2007	3,182,563		$	15.89

Shares purchased under the Corporation’s share buyback program are held as treasury shares and can be used for general purposes of the Corporation, including the issuance of shares for stock options and other stock incentive plans. A summary of the status of stock options under the Plan and the 1992 Plan at December 31, 2007, and changes during the year then ended, are presented in the table below.

($ In Millions Except Per Share Information)	SHARES		WEIGHTED AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (YEARS)	AGGREGATE INTRINSIC VALUE
Options Outstanding, December 31, 2006	22,155,146		$	49.68
Granted	1,398,993			63.48
Exercised	(5,042,322	)		41.80
Forfeited, expired or cancelled	(545,198	)		64.17
Options Outstanding, December 31, 2007	17,966,619		$	52.53	5.01	$	432.2
Options Exercisable, December 31, 2007	14,784,056		$	51.72	4.32	$	367.7

Stock and Stock Unit Awards. Stock or stock unit awards may be granted by the Committee to participants which entitle them to receive a payment in the Corporation’s common stock or cash under the terms of the Plan and such other terms and conditions as the Committee deems appropriate. Each stock unit provides the recipient the opportunity to receive one share of stock for each stock unit that vests. The stock units granted in 2007 vest at a rate equal to 50% on the third anniversary date of the grant and 50% on the fourth anniversary date. Stock and stock unit grants totaled 235,663, 385,588, and 446,463, with weighted average grant-date fair values of $64.68, $52.56 and $44.99 per share, for the years ended December 31, 2007, 2006, and 2005, respectively. The total fair value of shares vested during the years ended December 31, 2007, 2006, and 2005, was $9.2 million, $15.1 million, and $14.5 million, respectively.

A summary of the status of outstanding stock and stock unit awards under the Plan and the 1992 Plan at December 31, 2007, and changes during the year then ended, is presented in the table below.

($ In Millions)	NUMBER		AGGREGATE INTRINSIC VALUE
Stock and Stock Unit Awards Outstanding, December 31, 2006	1,595,354
Granted	235,663
Distributed	(191,868	)
Forfeited	(74,593	)
Stock and Stock Unit Awards Outstanding, December 31, 2007	1,564,556		$	119.8
Units Convertible, December 31, 2007	268,230		$	20.5

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of nonvested stock and stock unit awards at December 31, 2007, and changes during the year then ended.

NONVESTED STOCK AND STOCK UNITS	NUMBER		WEIGHTED AVERAGE GRANT-DATE FAIR VALUE PER UNIT		WEIGHTED AVERAGE REMAINING VESTING TERM (YEARS)
Nonvested at December 31, 2006	1,350,712		$	47.32
Granted	235,663			64.68
Vested	(215,456	)		49.78
Forfeited	(74,593	)		48.74
Nonvested at December 31, 2007	1,296,326		$	49.86	2.0

Performance Stock Units. Each performance stock unit provides the recipient the opportunity to receive one share of stock for each stock unit that vests. The number of performance stock units granted that will vest can range from 0% to 125% of the original award granted based on the level of attainment of an average earnings per share goal for a three-year period. Distribution of the award is then made after vesting. Performance stock unit grants totaled 393,518, and 152,280 with a weighted average grant-date fair value of $63.36 and $52.09 for the years ended December 31, 2007 and December 31, 2006. There were no performance stock units granted in 2005.

A summary of the status of performance stock units under the Plan at December 31, 2007, and changes during the year then ended, is presented in the table below.

($ In Millions)	UNITS		WEIGHTED AVERAGE REMAINING VESTING TERM (YEARS)	AGGREGATE INTRINSIC VALUE
Units Outstanding, December 31, 2006	150,594
Granted	393,518
Converted	–
Forfeited	(33,368	)
Units Outstanding, December 31, 2007	510,744		2.1	39.1
Units Convertible, December 31, 2007	–		–	–

Director Stock Awards. In 2007, stock units with a total value of $960,000 (14,935 stock units) that vest on the date of the 2008 annual meeting of the Corporation’s stockholders were granted to non-employee directors. Also in 2007, a newly elected director received a prorated grant of stock units with a value of $17,589 (282 stock units) that vested on the date of the 2007 annual meeting of stockholders. In 2006, stock units with a total value of $660,000 (11,725 stock units) that vested on the date of the 2007 annual meeting of stockholders were granted to non-employee directors. Stock units granted to non-employee directors do not have voting rights. Each stock unit entitles a director to one share of common stock at vesting, unless a director elects to defer receipt of the shares. Directors may elect to defer the payment of their annual stock unit grant and cash-based compensation until termination of services as director. Amounts deferred are converted into stock units representing shares of common stock of the Corporation. Distributions of deferred stock units are made in stock. Distributions of the stock unit account that relate to cash-based compensation are made in cash based on the fair value of the stock units at the time of distribution.

24. Cash-Based Compensation Plans – Various incentive plans provide for cash incentives and bonuses to selected employees based upon accomplishment of corporate net income objectives, business unit goals, and individual performance. The estimated contributions to these plans are charged to compensation expense and totaled $192.5 million in 2007, $145.5 million in 2006, and $142.3 million in 2005.

25. Contingent Liabilities – In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions, including, but not limited to, actions brought on behalf of various classes of claimants, regulatory matters, employment matters, and challenges from tax authorities regarding the amount of taxes due. In certain of these actions and proceedings, claims for substantial monetary damages or adjustments to recorded tax liabilities are asserted. In view of the inherent difficulty of predicting the outcome of such matters, particularly matters that will be decided by a jury and actions that seek very large damages based on novel and complex damage and liability legal theories or that involve a large number of parties, the Corporation cannot state with confidence the eventual outcome of these matters or the timing of their ultimate resolution, or estimate the possible loss or range of loss associated with them; however, based on current knowledge and after consultation with legal counsel, management does not believe that judgments or settlements in excess of amounts already reserved, if any, arising from pending or threatened legal actions, regulatory matters, employment matters, or challenges from tax authorities, either individually or in the aggregate, would have a material adverse

66 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

effect on the consolidated financial position or liquidity of the Corporation, although they could have a material adverse effect on operating results for a particular period.

As part of its audit of federal tax returns filed from 1997 – 2000, the IRS challenged the Corporation’s tax position with respect to thirteen investments made in structured leasing transactions and proposed to disallow certain tax deductions and assess related interest and penalties. During the second quarter of 2005, the IRS issued a revised examination report that continued to disallow certain tax deductions and included additional proposed adjustments to income and penalty assessments. The Corporation anticipates that the IRS will continue to disallow deductions relating to these leases and possibly include other lease transactions with similar characteristics as part of its audit of tax returns filed after 2000. In October 2005, the IRS Tax Appeals Division informed the Corporation that the Criminal Investigation Division of the IRS had initiated an investigation relating to structured leasing transactions in which the Corporation had participated. The Corporation was informed in February 2007 that the IRS, without a recommendation for prosecution, referred this matter to the United States Attorney’s Office for the Northern District of Illinois for further investigation through the grand jury process. The Corporation has been advised by the government that it is not a target of the investigation. The Corporation is cooperating fully in the investigation. The Corporation does not know the full scope of the investigation and cannot predict at this time the impact of the investigation or when or on what basis the investigation will be resolved. The Corporation believes that these transactions are valid leases for U.S. tax purposes and that its tax treatment of these transactions is appropriate based on its interpretation of the tax regulations and legal precedents; a court or other judicial authority, however, could disagree. The Corporation believes it has appropriate reserves to cover its tax liabilities, including liabilities related to structured leasing transactions, and related interest and penalties. The Corporation will continue to defend its position on the tax treatment of the leases vigorously.

26. Derivative Financial Instruments – Northern Trust is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients; as part of its trading activity for its own account; and as part of its risk management activities. These instruments include foreign exchange contracts, interest rate contracts, and credit default swap contracts.

Northern Trust’s primary risks associated with these instruments is the possibility that interest rates, foreign exchange rates, or credit spreads could change in an unanticipated manner, resulting in higher costs or a loss in the underlying value of the instrument. These risks are mitigated by establishing limits, monitoring the level of actual positions taken against such established limits, and monitoring the level of any interest rate sensitivity gaps created by such positions. When establishing position limits, market liquidity and volatility, as well as experience in each market, are all taken into account.

The estimated credit risk associated with these instruments relates to the failure of the counterparty to pay based on the contractual terms of the agreement, and is generally limited to the unrealized market value gains on these instruments. The amount of credit risk will increase or decrease during the lives of the instruments as interest rates, foreign exchange rates, or credit spreads fluctuate. This risk is controlled by limiting such activity to an approved list of counterparties and by subjecting such activity to the same credit and quality controls as are followed in lending and investment activities.

Foreign Exchange Contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange needs of clients. Foreign exchange contracts are also used for trading purposes and risk management. For risk management purposes, Northern Trust currently uses foreign exchange contracts to reduce or eliminate its exposure to changes in foreign exchange rates relating to certain forecasted non-U.S. dollar denominated revenue and expenditure transactions, non-U.S. dollar denominated assets and liabilities, and net investments in non-U.S. affiliates.

Interest Rate Contracts include swap and option contracts. Interest rate swap contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Northern Trust enters into interest rate swap contracts on behalf of its clients and also utilizes such contracts to reduce or eliminate the exposure to changes in the cash flows or value of hedged assets or liabilities due to changes in interest rates. Interest rate option contracts consist of caps, floors, and swaptions, and provide for the transfer or reduction of interest rate risk in exchange for a fee. Northern Trust enters into option contracts primarily as a seller of interest rate protection to clients. Northern Trust receives a fee at the outset of the

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

agreement for the assumption of the risk of an unfavorable change in interest rates. This assumed interest rate risk is then mitigated by entering into an offsetting position with an outside counterparty. Northern Trust may also purchase option contracts for risk management purposes.

Credit Default Swap Contracts are agreements to transfer credit default risk from one party to another in exchange for a fee. Northern Trust enters into credit default swaps with outside counterparties where the counterparty agrees to assume the underlying credit exposure of a specific Northern Trust commercial loan or commitment.

Client-Related and Trading Derivative Instruments. The following table shows the notional amounts of client-related and trading derivative financial instruments. Notional amounts of derivative financial instruments do not represent credit risk, and are not recorded in the consolidated balance sheet. They are used merely to express the volume of this activity. Credit risk is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount. In excess of 96% of Northern Trust’s derivatives outstanding at December 31, 2007 and 2006, measured on a notional value basis, related to client-related and trading activities.

	DECEMBER 31, 2007					DECEMBER 31, 2006
(In Millions)	NOTIONAL VALUE		FAIR VALUE			NOTIONAL VALUE		FAIR VALUE
Foreign Exchange Contracts	$	152,449.7	$	21.0		$	100,227.3	$	2.1
Interest Rate Option Contracts
Purchased		284.8		3.8			210.7		1.9
Sold		284.8		(3.8	)		210.7		(1.9	)
Interest Rate Swap Contracts		2,052.9		4.6			1,519.6		4.6
Futures Contracts		.8		–			25.0		(.1	)

Risk Management Derivative Instruments. The following tables identify the types and classifications of derivative instruments used by Northern Trust to manage risk, their notional and fair values and the respective risks addressed.

RISK MANAGEMENT DERIVATIVE INSTRUMENTS — DESIGNATED AS HEDGES

				DECEMBER 31, 2007					DECEMBER 31, 2006
(In Millions)	DERIVATIVE INSTRUMENT	HEDGE CLASSIFICATION	RISK CLASSIFICATION	NOTIONAL VALUE		FAIR VALUE			NOTIONAL VALUE		FAIR VALUE
Available for Sale Investment Securities	Interest Rate Swap Contracts	Fair Value	Interest Rate	$	2,975.8	$	(8.0	)	$	1,157.1	$	6.4
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Fair Value	Interest Rate		400.0		12.2			–		–
Available for Sale Investment Securities	Interest Rate Swap Contracts	Cash Flow	Interest Rate		375.0		4.8			420.0		3.1
Forecasted Foreign Currency Denominated Transactions	Foreign Exchange Contracts	Cash Flow	Foreign Currency		950.0		(4.0	)		764.4		1.2
Net Investments in Non-U.S. Affiliates	Foreign Exchange Contracts	Net Investment	Foreign Currency		1,054.5		4.5			324.7		(1.0	)

In addition to the above, Sterling denominated senior and subordinated debt, totaling $499.4 and $490.5 million at December 31, 2007 and 2006, respectively, was designated as a hedge of the foreign exchange risk associated with the net investment in certain non-U.S. affiliates.

For all fair value and cash flow hedges of available for sale investment securities, senior notes, and subordinated debt, Northern Trust applies the “shortcut” method of accounting, available under SFAS No. 133, which assumes there is no ineffectiveness in a hedge. There was no ineffectiveness recorded for these hedges during the twelve months ended December 31, 2007 or 2006.

For cash flow hedges of forecasted foreign currency denominated revenue and expenditure transactions, prior to December 1, 2006, Northern Trust applied the “matched terms” method of accounting. Northern Trust re-designated these hedges and, effective December 1, 2006, utilizes the dollar-offset method, a “long-haul” method of accounting under SFAS No. 133, in assessing whether these hedging relationships are highly effective at inception and on an ongoing basis. Any ineffectiveness is recognized currently in earnings. There was no ineffectiveness recognized in earnings for cash flow hedges of forecasted foreign currency denominated revenue and expenditure transactions for the twelve months ended December 31, 2007 or 2006. As of December 31, 2007, the maximum length of time over which these hedges exist is 23 months. For all cash flow hedges, it is estimated that a net loss of $4.4 million will be reclassified into earnings within the next twelve months.

68 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For net investment hedges, all critical terms of the hedged item and the hedging instrument are matched at inception and on an ongoing basis to eliminate hedge ineffectiveness. As a result, no ineffectiveness was recorded for these hedges during the twelve months ended December 31, 2007 or 2006. A net loss of $33.1 million and $24.1 million was recorded in accumulated other comprehensive income relating to net investment hedge designations for the years ended December 31, 2007 and 2006, respectively.

RISK MANAGEMENT DERIVATIVE INSTRUMENTS — NOT DESIGNATED AS HEDGES

			DECEMBER 31, 2007					DECEMBER 31, 2006
(In Millions)	DERIVATIVE INSTRUMENT	RISK CLASSIFICATION	NOTIONAL VALUE		FAIR VALUE			NOTIONAL VALUE		FAIR VALUE
Loans and Leases – Commercial and Other	Credit Default Swap Contracts	Credit	$	278.8	$	2.6		$	300.3	$	(2.2	)
Loans and Leases – Commercial and Other	Foreign Exchange Contracts	Foreign Currency		53.1		(.1	)		28.2		(.3	)
Net Investments in Non-U.S. Affiliate Assets and Liabilities	Foreign Exchange Contracts	Foreign Currency		52.0		(2.7	)		45.1		.5

27. Off-Balance Sheet Financial Instruments – Commitments and Letters of Credit. Northern Trust, in the normal course of business, enters into various types of commitments and issues letters of credit to meet the liquidity and credit enhancement needs of its clients. Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client defaults. To control the credit risk associated with entering into commitments and issuing letters of credit, Northern Trust subjects such activities to the same credit quality and monitoring controls as its lending activities.

Commitments and letters of credit consist of the following:

Legally Binding Commitments to Extend Credit generally have fixed expiration dates or other termination clauses. Since a significant portion of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future loans or liquidity requirements.

Bankers Acceptances obligate Northern Trust, in the event of default by the counterparty, to reimburse the holder of the acceptance.

Commercial Letters of Credit are instruments issued by Northern Trust on behalf of its clients that authorize a third party (the beneficiary) to draw drafts up to a stipulated amount under the specified terms and conditions of the agreement. Commercial letters of credit are issued primarily to facilitate international trade.

Standby Letters of Credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges, and similar transactions. Certain standby letters of credit have been secured with cash deposits or participated to others. Northern Trust is obligated to meet the entire financial obligation of these agreements and in certain cases is able to recover the amounts paid through recourse against cash deposits or other participants.

The following table shows the contractual amounts of commitments and letters of credit.

COMMITMENTS AND LETTERS OF CREDIT

	DECEMBER 31
(In Millions)	2007		2006
Legally Binding Commitments to Extend Credit*	$	22,124.3	$	19,978.2
Commercial Letters of Credit		35.9		28.2
Standby Letters of Credit:
Corporate		1,095.0		1,008.2
Industrial Revenue		1,102.0		1,097.1
Other		684.8		637.0
Total Standby Letters of Credit**	$	2,881.8	$	2,742.3

* These amounts exclude $1.8 billion and $1.4 billion of commitments participated to others at December 31, 2007 and 2006, respectively.

** These amounts include $356.7 million and $301.2 million of standby letters of credit secured by cash deposits or participated to others as of December 31, 2007 and 2006, respectively. The weighted average maturity of standby letters of credit was 23 months at December 31, 2007 and 2006.

Other Off-Balance Sheet Financial Instruments. As part of securities custody activities and at the direction of clients, Northern Trust lends securities owned by clients to borrowers who are reviewed and approved by the Senior Credit Committee. In connection with these activities, Northern Trust has issued certain indemnifications against loss resulting

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

from the bankruptcy of the borrower of securities. The borrowing party is required to fully collateralize securities received with cash, marketable securities, or irrevocable standby letters of credit. As securities are loaned, collateral is maintained at a minimum of 100 percent of the fair value of the securities plus accrued interest, with revaluation of the collateral on a daily basis. The amount of securities loaned as of December 31, 2007 and 2006 subject to indemnification was $179.8 billion and $156.7 billion, respectively. Because of the credit quality of the borrowers and the requirement to fully collateralize securities borrowed, management believes that the exposure to credit loss from this activity is remote and, therefore, no liability has been recorded relating to the indemnifications provided.

The Bank is a participating member of various cash, securities, and foreign exchange clearing and settlement organizations such as The Depository Trust Company in New York. It participates in these organizations on behalf of its clients and on its own behalf as a result of its own investment and trading activities. A wide variety of cash and securities transactions are settled through these organizations, including those involving obligations of states and political subdivisions, asset-backed securities, commercial paper, dollar placements, and securities issued by the Government National Mortgage Association.

As a result of its participation in cash, securities, and foreign exchange clearing and settlement organizations, the Bank could be responsible for a pro rata share of certain credit-related losses arising out of the clearing activities. The method in which such losses would be shared by the clearing members is stipulated in each clearing organization’s membership agreement. Credit exposure related to these agreements varies from day to day, primarily as a result of fluctuations in the volume of transactions cleared through the organizations. The estimated credit exposure at December 31, 2007 and 2006 was $65 million and $58 million, respectively, based on the membership agreements and clearing volume for those days. Controls related to these clearing transactions are closely monitored to protect the assets of Northern Trust and its clients.

28. Pledged and Restricted Assets – Certain of Northern Trust’s subsidiaries, as required or permitted by law, pledge assets to secure public and trust deposits, repurchase agreements, and for other purposes. On December 31, 2007, securities and loans totaling $15.6 billion ($5.3 billion of government sponsored agency and other securities, $836.2 million of obligations of states and political subdivisions, and $9.5 billion of loans), were pledged. Collateral required for these purposes totaled $6.2 billion. Included in the total pledged assets is the fair value of $1.7 billion of available for sale securities which were pledged as collateral for agreements to repurchase securities sold transactions. The secured parties to these transactions have the right to repledge or sell these securities.

Northern Trust is permitted to repledge or sell collateral accepted from agreements to resell securities purchased transactions. The total fair value of accepted collateral as of December 31, 2007 and 2006 was $359.6 million and $415.2 million, respectively. There was no repledged or sold collateral as of December 31, 2007 or 2006.

Deposits maintained to meet Federal Reserve Bank reserve requirements averaged $190.5 million in 2007 and $187.6 million in 2006.

29. Restrictions on Subsidiary Dividends and Loans or Advances – Provisions of state and federal banking laws restrict the amount of dividends that can be paid to the Corporation by its banking subsidiaries. Under applicable state and federal laws, no dividends may be paid in an amount greater than the net or undivided profits (as defined) then on hand, subject to other applicable provisions of law. In addition, prior approval from the relevant federal banking regulator is required if dividends declared by any of the Corporation’s banking subsidiaries in any calendar year will exceed its net profits for that year, combined with its retained net profits for the preceding two years. Based on these regulations, the Corporation’s banking subsidiaries, without regulatory approval, could declare dividends during 2008 equal to their 2008 eligible net profits (as defined) plus $779.4 million. The ability of each banking subsidiary to pay dividends to the Corporation may be further restricted as a result of regulatory policies and guidelines relating to dividend payments and capital adequacy.

State and federal laws limit the transfer of funds by a banking subsidiary to the Corporation and certain of its affiliates in the form of loans or extensions of credit, investments or purchases of assets. Transfers of this kind to the Corporation or a nonbanking subsidiary by a banking subsidiary are each limited to 10% of the banking subsidiary’s capital and surplus with respect to each affiliate and to 20% in the aggregate, and are also subject to certain collateral requirements. These transactions, as well as other transactions between a banking subsidiary and the Corporation or its affiliates, must also be on terms substantially the same as, or at least as favorable as, those prevailing at the time for comparable transactions with non-affiliated companies or, in the absence of comparable transactions, on terms, or under

70 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

circumstances, including credit standards, that would be offered to, or would apply to, non-affiliated companies.

30. Fair Value of Financial Instruments – SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” requires disclosure of the estimated fair value of certain financial instruments. Considerable judgment is required to interpret market data when computing estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts Northern Trust could have realized in a market exchange.

The information provided below should not be interpreted as an estimate of the fair value of Northern Trust since the disclosures, in accordance with SFAS No. 107, exclude the values of nonfinancial assets and liabilities, as well as a wide range of franchise, relationship, and intangible values, which are integral to a full assessment of the Corporation’s consolidated financial position.

The use of different assumptions and/or estimation methods may have a material effect on the computation of estimated fair values. Therefore, comparisons between Northern Trust’s disclosures and those of other financial institutions may not be meaningful.

The following methods and assumptions were used in estimating the fair values of the financial instruments:

Securities. Fair values of securities were based on quoted market values, when available. If quoted market values were not available, fair values were based on quoted market values for comparable instruments.

Loans (excluding lease receivables). The fair values of one-to-four family residential mortgages were based on quoted market prices of similar loans sold, adjusted for differences in loan characteristics. The fair values of the remainder of the loan portfolio were estimated using a discounted cash flow method in which the discount rate used was the rate at which Northern Trust would have originated the loan had it been originated as of the financial statement date. The fair values of all loans were adjusted to reflect current assessments of loan collectibility.

Savings Certificates, Other Time, and Non-U.S. Offices Time Deposits. The fair values of these instruments were estimated using a discounted cash flow method that incorporated market interest rates.

Senior Notes, Subordinated Debt, Federal Home Loan Bank Borrowings, and Floating Rate Capital Debt. Fair values were based on quoted market prices, when available. If quoted market prices were not available, fair values were based on quoted market prices for comparable instruments.

Financial Guarantees and Loan Commitments. The fair values of financial guarantees and loan commitments represent the amount of unamortized fees on these instruments.

Derivative Financial Instruments. The fair values of derivative instruments were estimated using quoted market prices, pricing models, or quoted market prices of financial instruments with similar characteristics.

Financial Instruments Valued at Carrying Value. Due to their short maturity, the respective carrying values of certain financial instruments approximated their fair values. These financial instruments include cash and due from banks; money market assets (includes federal funds sold and securities purchased under agreements to resell, time deposits with banks, and other interest-bearing assets); customers’ acceptance liability; client security settlement receivables; federal funds purchased; securities sold under agreements to repurchase; commercial paper; other borrowings (includes Treasury Investment Program balances, term federal funds purchased, and other short-term borrowings); and liability on acceptances.

The fair values required to be disclosed for demand, other noninterest bearing, savings, and money market deposits pursuant to SFAS No. 107 must equal the amounts disclosed in the consolidated balance sheet, even though such deposits are typically priced at a premium in banking industry consolidations.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Values of Financial Instruments. The following table summarizes the fair values of financial instruments.

	DECEMBER 31
	2007			2006
(In Millions)	BOOK VALUE		FAIR VALUE	BOOK VALUE			FAIR VALUE
ASSETS
Cash and Due from Banks	$	3,921.6	3,921.6	$	4,961.0		$	4,961.0
Money Market Assets		25,072.2	25,072.2		16,790.3			16,790.3
Securities:
Available for Sale		7,740.3	7,740.3		11,249.6			11,249.6
Held to Maturity		1,144.8	1,160.9		1,107.0			1,122.1
Trading Account		3.1	3.1		8.6			8.6
Loans (excluding Leases)
Held to Maturity		24,026.5	24,239.6		21,181.0			20,913.8
Held for Sale		.7	.7		.4			.4
Customers’ Acceptance Liability		.5	.5		1.2			1.2
Client Security Settlement Receivables		563.1	563.1		339.3			339.3
LIABILITIES
Deposits:
Demand, Savings and Money Market		17,652.2	17,652.2		15,612.5			15,612.5
Savings Certificates, Other Time and Foreign Offices Time		33,560.9	33,569.5		28,207.7			28,207.0
Federal Funds Purchased		1,465.8	1,465.8		2,821.6			2,821.6
Securities Sold under Agreements to Repurchase		1,763.6	1,763.6		1,950.5			1,950.5
Other Borrowings		2,108.5	2,108.5		2,976.5			2,976.5
Senior Notes		653.9	663.7		445.4			444.4
Subordinated Debt		1,155.6	1,158.5		943.1			942.6
Federal Home Loan Bank Borrowings		1,515.0	1,533.7		1,354.0			1,367.2
Floating Rate Capital Debt		276.6	202.8		276.5			265.1
Liability on Acceptances		.5	.5		1.2			1.2
Financial Guarantees		12.9	12.9		7.9			7.9
Loan Commitments		7.7	7.7		5.3			5.3
DERIVATIVE INSTRUMENTS
Asset/Liability Management:
Foreign Exchange Contracts
Assets		14.7	14.7		20.1			20.1
Liabilities		16.9	16.9		19.7			19.7
Interest Rate Swap Contracts
Assets		42.8	42.8		9.6			9.6
Liabilities		33.8	33.8		.1			.1
Credit Default Swaps
Assets		2.8	2.8		–			–
Liabilities		.2	.2		2.2			2.2
Client-Related and Trading:
Foreign Exchange Contracts
Assets		770.0	770.0		540.8			540.8
Liabilities		749.0	749.0		538.7			538.7
Interest Rate Swap Contracts
Assets		50.0	50.0		21.6			21.6
Liabilities		45.4	45.4		17.0			17.0
Interest Rate Option Contracts
Assets		3.8	3.8		1.9			1.9
Liabilities		3.8	3.8		1.9			1.9
Futures Contracts		–	–		(.1	)		(.1	)

72 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

31. Business Units and Related Information – Information regarding the Corporation’s major business units is contained in the Results of Operations tables included in the section titled Business Unit Reporting beginning on page 11 and is incorporated herein by reference.

Northern Trust’s international activities are centered in the global custody, treasury activities, foreign exchange, asset servicing, asset management, and commercial banking businesses. The operations of Northern Trust are managed on a business unit basis and include components of both U.S and non-U.S. source income and assets. Non-U.S. source income and assets are not separately identified in Northern Trust’s internal management reporting system. However, Northern Trust is required to disclose non-U.S. activities based on the domicile of the customer. Due to the complex and integrated nature of Northern Trust’s activities, it is impossible to segregate with precision revenues, expenses and assets between U.S. and non-U.S. domiciled customers. Therefore, certain subjective estimates and assumptions have been made to allocate revenues, expenses and assets between U.S. and non-U.S. operations.

For purposes of this disclosure, all foreign exchange income has been allocated to non-U.S. operations. Interest expense is allocated to non-U.S. operations based on specifically matched or pooled funding. Allocations of indirect noninterest expenses related to non-U.S. activities are not significant but, when made, are based on various methods such as time, space, and number of employees.

The table below summarizes international performance based on the allocation process described above without regard to guarantors or the location of collateral. The 2007 U.S. performance includes the impact of $150 million of pre-tax charges for accruals related to certain indemnifications of Visa Inc., as discussed in further detail in Note 20 to the consolidated financial statements.

DISTRIBUTION OF TOTAL ASSETS AND OPERATING PERFORMANCE

(In Millions)	TOTAL ASSETS		TOTAL REVENUE*		INCOME BEFORE INCOME TAXES		NET INCOME
2007
Non-U.S.	$	25,209.9	$	1,183.5	$	577.5	$	378.4
U.S.		42,401.3		2,325.5		483.3		348.5
Total	$	67,611.2	$	3,509.0	$	1,060.8	$	726.9
2006
Non-U.S.	$	22,710.0	$	902.3	$	374.3	$	233.7
U.S.		38,002.2		2,093.8		649.9		431.7
Total	$	60,712.2	$	2,996.1	$	1,024.2	$	665.4
2005
Non-U.S.	$	15,766.1	$	687.4	$	275.0	$	171.5
U.S.		37,647.7		1,937.8		612.8		412.9
Total	$	53,413.8	$	2,625.2	$	887.8	$	584.4

* Revenue is comprised of net interest income and noninterest income.

32. Regulatory Capital Requirements – Northern Trust and its U.S. subsidiary banks are subject to various regulatory capital requirements administered by the federal bank regulatory authorities. Under these requirements, banks must maintain specific ratios of total and tier 1 capital to risk-weighted assets and of tier 1 capital to average quarterly assets in order to be classified as “well capitalized.” The regulatory capital requirements impose certain restrictions upon banks that meet minimum capital requirements but are not “well capitalized” and obligate the federal bank regulatory authorities to take “prompt corrective action” with respect to banks that do not maintain such minimum ratios. Such prompt corrective action could have a direct material effect on a bank’s financial statements.

As of December 31, 2007, each of Northern Trust’s U.S. subsidiary banks had capital ratios above the level required for classification as a “well capitalized” institution and had not received any regulatory notification of a lower classification. Additionally, Northern Trust’s subsidiary banks located outside the U.S. are subject to regulatory capital requirements in the jurisdictions in which they operate. As of December 31, 2007, each of Northern Trust’s non-U.S. banking subsidiaries had capital ratios above their specified minimum requirements. There are no conditions or events since December 31, 2007 that management believes have adversely affected the capital categorization of any Northern Trust subsidiary bank.

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below summarizes the risk-based capital amounts and ratios for Northern Trust and for each of its U.S. subsidiary banks whose net income for 2007 or 2006 exceeded 10% of the consolidated total.

	ACTUAL				MINIMUM TO QUALIFY AS WELL CAPITALIZED
($ In Millions)	AMOUNT		RATIO		AMOUNT		RATIO
AS OF DECEMBER 31, 2007
Total Capital to Risk-Weighted Assets
Consolidated	$	5,338	11.9	%	$	4,485	10.0	%
The Northern Trust Company		4,150	11.3			3,665	10.0
Northern Trust, NA		972	11.2			868	10.0
Tier 1 Capital to Risk-Weighted Assets
Consolidated		4,359	9.7			2,691	6.0
The Northern Trust Company		3,021	8.2			2,199	6.0
Northern Trust, NA		866	10.0			521	6.0
Tier 1 Capital (to Fourth Quarter Average Assets)
Consolidated		4,359	6.8			3,213	5.0
The Northern Trust Company		3,021	5.5			2,769	5.0
Northern Trust, NA		866	8.5			509	5.0
AS OF DECEMBER 31, 2006
Total Capital to Risk-Weighted Assets
Consolidated	$	4,675	11.9	%	$	3,921	10.0	%
The Northern Trust Company		3,603	11.3			3,185	10.0
Northern Trust, NA		820	10.8			758	10.0
Tier 1 Capital to Risk-Weighted Assets
Consolidated		3,830	9.8			2,353	6.0
The Northern Trust Company		2,805	8.8			1,911	6.0
Northern Trust, NA		777	10.3			455	6.0
Tier 1 Capital (to Fourth Quarter Average Assets)
Consolidated		3,830	6.7			2,838	5.0
The Northern Trust Company		2,806	5.7			2,440	5.0
Northern Trust, NA		777	8.5			458	5.0

The bank regulatory authorities of several nations, individually but in coordination with the Basel Committee on Banking Supervision (Basel Committee), have enacted changes to the risk-based capital adequacy framework that affect the capital guidelines applicable to financial holding companies and banks. The Basel Committee published the latest agreed upon version of the new Basel Capital Accord (BCA) in November 2005. U.S. regulatory agencies have issued final rules related to implementation of the BCA in the United States. The rules become effective in April 2008 and require the completion, within thirty-six months of the effective date, of a four-quarter parallel run under both the new and current capital rules. Transitional arrangements are effective for at least three years following the completion of the four-quarter parallel run, during which minimum regulatory capital requirements are subject to floors tied to the current capital rules. Northern Trust has for several years been preparing to comply with the advanced approaches of the BCA framework for calculating risk-based capital related to credit risk and operational risk and has established a program management office to oversee implementation across the Corporation.

74 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

33. Northern Trust Corporation (Corporation only) – Condensed financial information is presented below. Investments in wholly-owned subsidiaries are carried on the equity method of accounting.

CONDENSED BALANCE SHEET

	DECEMBER 31
(In Millions)	2007		2006
ASSETS
Cash on Deposit with Subsidiary Bank	$	.2	$	.3
Time Deposits with Banks		385.8		247.8
Securities		3.2		13.6
Advances to Wholly-Owned Subsidiaries  – Banks		260.0		–
– Nonbank		20.0		–
Investments in Wholly-Owned Subsidiaries  – Banks		4,270.8		3,931.5
– Nonbank		197.7		198.8
Buildings and Equipment		3.4		3.5
Other Assets		324.8		293.3
Total Assets	$	5,465.9	$	4,688.8
LIABILITIES
Long-Term Debt	$	454.2	$	249.2
Floating Rate Capital Debt		276.6		276.5
Other Liabilities		226.0		219.2
Total Liabilities		956.8		744.9
Stockholders’ Equity		4,509.1		3,943.9
Total Liabilities and Stockholders’ Equity	$	5,465.9	$	4,688.8

CONDENSED STATEMENT OF INCOME

	FOR THE YEAR ENDED DECEMBER 31
(In Millions)	2007			2006		2005
OPERATING INCOME
Dividends – Bank Subsidiaries	$	308.0		$	203.8	$	187.1
– Nonbank Subsidiaries		65.9			33.8		66.7
Intercompany Interest and Other Charges		17.2			12.3		6.9
Interest and Other Income		6.5			4.5		6.6
Total Operating Income		397.6			254.4		267.3
OPERATING EXPENSES
Interest Expense		31.8			22.9		15.9
Other Operating Expenses		13.2			13.8		10.4
Total Operating Expenses		45.0			36.7		26.3
Income before Income Taxes and Equity in Undistributed Net Income of Subsidiaries		352.6			217.7		241.0
Benefit for Income Taxes		18.3			13.7		10.7
Income before Equity in Undistributed Net Income of Subsidiaries		370.9			231.4		251.7
Equity in Undistributed Net Income of Subsidiaries – Banks		361.6			419.0		360.6
– Nonbank		(5.6	)		15.0		(27.9	)
Net Income	$	726.9		$	665.4	$	584.4

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED STATEMENT OF CASH FLOWS

	FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS)	2007			2006			2005
OPERATING ACTIVITIES:
Net Income	$	726.9		$	665.4		$	584.4
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Equity in Undistributed Net Income of Subsidiaries		(356.0	)		(434.0	)		(332.7	)
Decrease in Prepaid Expenses		.3			.8			.9
Excess Tax Benefits from Stock Incentive Plans		(45.1	)		(21.3	)		–
Other, net		52.3			44.5			22.3
Net Cash Provided by Operating Activities		378.4			255.4			274.9
INVESTING ACTIVITIES:
Net (Increase) Decrease in Time Deposits with Banks		(138.0	)		85.2			(57.2	)
Purchases of Securities		–			(5.5	)		(15.0	)
Sales of Securities		9.8			5.3			18.0
Proceeds from Maturity and Redemption of Securities		–			–			56.5
Net Increase in Capital Investments in Subsidiaries		(3.6	)		(216.5	)		(11.4	)
Advances to Wholly-Owned Subsidiaries		(280.0	)		–			–
Other, net		7.5			(20.2	)		16.1
Net Cash Provided by (Used in) Investing Activities		(404.3	)		(151.7	)		7.0
FINANCING ACTIVITIES:
Net Increase (Decrease) in Commercial Paper		–			(144.6	)		(.8	)
Net Increase in Senior Notes		199.6			248.5			–
Treasury Stock Purchased		(213.0	)		(127.4	)		(165.3	)
Cash Dividends Paid on Common Stock		(219.5	)		(200.5	)		(183.5	)
Net Proceeds from Stock Options		204.8			84.4			50.6
Excess Tax Benefits from Stock Incentive Plans		45.1			21.3			–
Other, net		8.8			14.8			17.1
Net Cash Provided by (Used in) Financing Activities		25.8			(103.5	)		(281.9	)
Net Change in Cash on Deposit with Subsidiary Bank		(.1	)		.2			–
Cash on Deposit with Subsidiary Bank at Beginning of Year		.3			.1			.1
Cash on Deposit with Subsidiary Bank at End of Year	$	.2		$	.3		$	.1

76 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF NORTHERN TRUST CORPORATION:

We have audited the accompanying consolidated balance sheets of Northern Trust Corporation and subsidiaries (Northern Trust) as of December 31, 2007 and 2006, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007. These consolidated financial statements are the responsibility of Northern Trust’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Northern Trust Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, Northern Trust changed its method of accounting for stock-based compensation and effective December 31, 2006, Northern Trust changed its method of accounting for defined benefit pension and other postretirement plans.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Northern Trust Corporation’s internal control over financial reporting as of December 31, 2007, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2008 expressed an unqualified opinion on the effectiveness of Northern Trust Corporation’s internal control over financial reporting.

CHICAGO, ILLINOIS

FEBRUARY 28, 2008

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 77

CONSOLIDATED FINANCIAL STATISTICS

AVERAGE STATEMENT OF CONDITION WITH ANALYSIS OF NET INTEREST INCOME

(INTEREST AND RATE ON A TAXABLE EQUIVALENT BASIS)	2007							2006
($ In Millions)	INTEREST		AVERAGE BALANCE			RATE		INTEREST		AVERAGE BALANCE			RATE
AVERAGE EARNING ASSETS
Money Market Assets
Federal Funds Sold and Resell Agreements	$	67.6	$	1,330.6		5.08	%	$	45.8	$	916.4		5.00	%
Time Deposits with Banks		776.7		16,797.3		4.62			481.2		12,716.9		3.78
Other Interest-Bearing		1.2		21.3		5.50			1.4		29.9		4.52
Total Money Market Assets		845.5		18,149.2		4.66			528.4		13,663.2		3.87
Securities
U.S. Government		6.8		124.3		5.46			9.2		180.9		5.07
Obligations of States and Political Subdivisions		59.0		883.7		6.68			60.4		900.8		6.71
Government Sponsored Agency		525.4		9,740.2		5.39			491.6		9,612.0		5.11
Other		87.7		1,711.2		5.13			57.6		1,109.4		5.20
Total Securities		678.9		12,459.4		5.45			618.8		11,803.1		5.24
Loans and Leases		1,255.8		22,817.8		5.50			1,124.4		20,528.5		5.48
Total Earning Assets	$	2,780.2		53,426.4		5.20	%	$	2,271.6		45,994.8		4.94	%
Reserve for Credit Losses Assigned to Loans and Leases		–		(140.2	)	–			–		(132.0	)	–
Cash and Due from Banks		–		3,026.9		–			–		3,667.4		–
Other Assets		–		4,274.9		–			–		3,575.7		–
Total Assets		–	$	60,588.0		–			–	$	53,105.9		–
AVERAGE SOURCE OF FUNDS
Deposits
Savings and Money Market	$	236.5	$	7,016.4		3.37	%	$	188.1	$	6,602.4		2.85	%
Savings Certificates		95.6		2,019.8		4.73			71.4		1,693.7		4.21
Other Time		24.5		518.1		4.74			17.9		419.8		4.28
Non-U.S. Offices Time		1,163.3		28,587.8		4.07			783.4		21,853.1		3.58
Total Interest-Bearing Deposits		1,519.9		38,142.1		3.98			1,060.8		30,569.0		3.47
Short-Term Borrowings		182.3		4,321.5		4.22			232.1		6,536.4		3.55
Senior Notes		26.7		478.6		5.58			16.5		364.8		4.52
Long-Term Debt		141.0		2,504.0		5.63			152.6		2,663.4		5.73
Floating Rate Capital Debt		16.2		276.5		5.88			14.9		276.4		5.40
Total Interest-Related Funds		1,886.1		45,722.7		4.13			1,476.9		40,410.0		3.65
Interest Rate Spread		–		–		1.07			–		–		1.29
Noninterest-Bearing Deposits		–		7,648.4		–			–		6,389.2		–
Other Liabilities		–		3,052.7		–			–		2,520.0		–
Stockholders’ Equity		–		4,164.2		–			–		3,786.7		–
Total Liabilities and Stockholders’ Equity		–	$	60,588.0		–			–	$	53,105.9		–
Net Interest Income/Margin (FTE Adjusted)	$	894.1		–		1.67	%	$	794.7		–		1.73	%
Net Interest Income/Margin (Unadjusted)	$	831.6		–		1.56	%	$	729.9		–		1.59	%
Net Interest Income/Margin Components
U.S.	$	741.5	$	35,472.3		2.09	%	$	707.4	$	31,826.3		2.22	%
Non-U.S.		152.6		17,954.1		.85			87.3		14,168.5		.62
Consolidated	$	894.1	$	53,426.4		1.67	%	$	794.7	$	45,994.8		1.73	%

Notes – Average balance includes nonaccrual loans.

– Total interest income includes adjustments on loans and securities to a taxable equivalent basis. Such adjustments are based on the U.S. federal income tax rate (35%) and State of Illinois income tax rate (7.30%). Lease financing receivable balances are reduced by deferred income. Total taxable equivalent interest adjustments amounted to $62.5 million in 2007, $64.8 million in 2006, $60.9 million in 2005, $54.4 million in 2004, and $52.4 million in 2003.

78 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

CONSOLIDATED FINANCIAL STATISTICS

2005							2004							2003
INTEREST		AVERAGE BALANCE			RATE		INTEREST		AVERAGE BALANCE			RATE		INTEREST		AVERAGE BALANCE			RATE
$	36.4	$	1,098.0		3.32	%	$	14.2	$	954.2		1.49	%	$	9.0	$	710.3		1.27	%
	341.3		10,664.5		3.20			246.1		10,417.0		2.36			162.2		8,029.8		2.02
	1.0		39.2		2.44			.3		34.0		.94			1.1		102.3		1.06
	378.7		11,801.7		3.21			260.6		11,405.2		2.29			172.3		8,842.4		1.95
	.8		27.6		2.91			.8		64.4		1.28			1.7		105.1		1.64
	63.8		926.3		6.89			65.2		919.9		7.09			62.7		859.3		7.31
	256.5		7,522.4		3.41			93.0		6,162.7		1.51			91.7		6,794.7		1.35
	59.2		1,422.1		4.15			35.7		1,006.6		3.54			27.8		679.8		4.09
	380.3		9,898.4		3.84			194.7		8,153.6		2.39			183.9		8,438.9		2.18
	892.5		18,754.0		4.76			717.3		17,450.9		4.11			751.9		17,506.9		4.30
$	1,651.5		40,454.1		4.08	%	$	1,172.6		37,009.7		3.17	%	$	1,108.1		34,788.2		3.19	%
	–		(129.4	)	–			–		(145.0	)	–			–		(160.6	)	–
	–		2,199.4		–			–		1,713.9		–			–		1,789.6		–
	–		3,450.0		–			–		2,721.7		–			–		2,698.0		–
	–	$	45,974.1		–			–	$	41,300.3		–			–	$	39,115.2		–
$	122.9	$	7,238.9		1.70	%	$	54.8	$	7,313.9		.75	%	$	51.0	$	6,791.2		.75	%
	45.7		1,510.7		3.03			36.8		1,478.6		2.49			43.4		1,655.3		2.62
	10.5		379.5		2.78			5.2		322.0		1.63			5.5		314.7		1.74
	442.4		17,125.4		2.58			200.3		12,501.8		1.60			132.3		10,458.3		1.27
	621.5		26,254.5		2.37			297.1		21,616.3		1.37			232.2		19,219.5		1.21
	118.5		4,520.3		2.62			76.3		6,072.2		1.26			71.1		6,826.6		1.04
	11.7		257.9		4.53			19.2		328.3		5.84			28.0		405.9		6.88
	166.6		2,889.6		5.77			158.8		2,603.4		6.10			171.2		2,714.9		6.31
	10.9		276.4		3.95			5.7		276.3		2.08			5.0		267.9		1.88
	929.2		34,198.7		2.72			557.1		30,896.5		1.80			507.5		29,434.8		1.72
	–		–		1.36			–		–		1.37			–		–		1.47
	–		5,847.3		–			–		5,411.2		–			–		5,062.2		–
	–		2,493.3		–			–		1,847.3		–			–		1,642.5		–
	–		3,434.8		–			–		3,145.3		–			–		2,975.7		–
	–	$	45,974.1		–			–	$	41,300.3		–			–	$	39,115.2		–
$	722.3		–		1.79	%	$	615.5		–		1.66	%	$	600.6		–		1.73	%
$	661.4		–		1.64	%	$	561.1		–		1.52	%	$	548.2		–		1.58	%
$	652.4	$	28,680.6		2.28	%	$	528.0	$	25,918.2		2.04	%	$	517.5	$	26,219.2		1.97	%
	69.9		11,773.5		.59			87.5		11,091.5		.79			83.1		8,569.0		.97
$	722.3	$	40,454.1		1.79	%	$	615.5	$	37,009.7		1.66	%	$	600.6	$	34,788.2		1.73	%

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 79

CONSOLIDATED FINANCIAL STATISTICS

QUARTERLY FINANCIAL DATA [UNAUDITED]

STATEMENT OF INCOME	2007									2006
($ In Millions Except Per Share Information)	FOURTH QUARTER			THIRD QUARTER		SECOND QUARTER		FIRST QUARTER		FOURTH QUARTER			THIRD QUARTER		SECOND QUARTER		FIRST QUARTER
Trust, Investment and Other Servicing Fees	$	547.2		508.8		532.7		488.9		$	458.2		438.1		452.8		442.5
Other Noninterest Income		178.8		155.3		141.1		124.6			111.2		113.0		140.5		109.9
Net Interest Income
Interest Income		715.0		702.1		664.3		636.3			622.6		566.3		540.8		477.1
Interest Expense		482.9		492.5		469.1		441.6			433.3		383.9		357.9		301.8
Net Interest Income		232.1		209.6		195.2		194.7			189.3		182.4		182.9		175.3
Provision for Credit Losses		8.0		6.0		4.0		–			2.0		6.0		3.0		4.0
Noninterest Expenses		782.4		566.6		555.3		525.9			514.6		477.0		492.0		473.3
Provision for Income Taxes		42.7		92.8		102.8		95.6			71.3		86.8		113.3		87.4
Net Income		125.0		208.3		206.9		186.7		$	170.8		163.7		167.9		163.0
PER COMMON SHARE
Net Income – Basic	$	.57		.95		.94		.85		$	.78		.75		.77		.75
– Diluted		.55		.93		.92		.84			.77		.74		.76		.74
AVERAGE BALANCE SHEET ASSETS
Cash and Due from Banks	$	3,766.3		3,463.8		2,555.8		2,300.7		$	4,418.6		3,847.4		3,080.0		3,309.7
Money Market Assets		22,048.9		16,367.9		17,183.4		16,960.1			14,277.1		13,455.5		14,427.3		12,475.4
Securities		10,141.8		14,040.6		13,149.7		12,514.4			13,620.3		11,249.4		11,251.7		11,069.1
Loans and Leases		23,997.6		23,291.2		22,517.9		21,430.9			21,285.8		20,748.4		20,416.7		19,642.4
Reserve for Credit Losses Assigned to Loans		(143.5	)	(139.2	)	(137.8	)	(140.1	)		(139.4	)	(133.7	)	(129.8	)	(125.1	)
Other Assets		4,983.9		4,232.3		3,889.1		3,983.7			3,855.9		3,467.2		3,687.6		3,287.1
Total Assets	$	64,795.0		61,256.6		59,158.1		57,049.7		$	57,318.3		52,634.2		52,733.5		49,658.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand and Other Noninterest-Bearing	$	4,667.9		4,694.5		4,769.2		4,605.9		$	4,574.4		4,476.5		4,704.8		4,689.2
Savings and Other Interest-Bearing		9,155.3		9,177.4		8,979.6		8,827.7			8,385.6		7,998.7		8,175.1		8,630.8
Other Time		541.2		541.1		517.8		471.1			480.2		413.1		400.9		384.1
Non-U.S. Offices		35,179.1		31,219.3		30,051.9		29,699.6			26,045.7		23,599.6		23,763.2		21,063.9
Total Deposits		49,543.5		45,632.3		44,318.5		43,604.3			39,485.9		36,487.9		37,044.0		34,768.0
Short-Term Borrowings		3,387.9		5,208.6		4,746.9		3,939.0			7,900.3		6,682.5		6,099.4		5,434.8
Senior Notes		570.0		451.3		447.0		445.0			521.5		379.1		280.9		274.7
Long-Term Debt		2,599.0		2,458.4		2,435.7		2,522.4			2,503.5		2,652.8		2,725.7		2,775.1
Floating Rate Capital Debt		276.6		276.5		276.5		276.5			276.5		276.4		276.3		276.4
Other Liabilities		4,046.7		2,991.8		2,831.5		2,322.0			2,676.7		2,325.8		2,575.2		2,502.4
Stockholders’ Equity		4,371.3		4,237.7		4,102.0		3,940.5			3,953.9		3,829.7		3,732.0		3,627.2
Total Liabilities and Stockholders’ Equity	$	64,795.0		61,256.6		59,158.1		57,049.7		$	57,318.3		52,634.2		52,733.5		49,658.6
ANALYSIS OF NET INTEREST INCOME
Earning Assets	$	56,188.3		53,699.7		52,851.0		50,905.4		$	49,183.2		45,453.3		46,095.7		43,186.9
Interest-Related Funds		47,979.2		45,794.5		45,165.6		43,906.0			44,202.4		40,291.5		39,873.4		37,197.0
Noninterest-Related Funds		8,209.1		7,905.2		7,685.4		6,999.4			4,980.8		5,161.8		6,222.3		5,989.9
Net Interest Income (Taxable equivalent)		246.8		228.4		208.6		210.3			206.6		198.5		199.0		190.6
Net Interest Margin (Taxable equivalent)		1.74	%	1.69		1.58		1.68			1.67	%	1.73		1.73		1.79
COMMON STOCK DIVIDEND AND MARKET PRICE
Dividends		.28		.25		.25		.25		$	.25		.23		.23		.23
Market Price Range – High		83.17		68.67		66.15		63.49			61.40		58.80		60.44		54.10
– Low		66.08		58.73		59.37		56.52			56.00		52.62		51.52		49.12

Note: The common stock of Northern Trust Corporation is traded on the Nasdaq Stock Market under the symbol NTRS.

80 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

SENIOR OFFICERS

NORTHERN TRUST CORPORATION

THE NORTHERN TRUST COMPANY

Management Group

Frederick H. Waddell

President and Chief Executive Officer

Sherry S. Barrat

President –

Personal Financial Services

Steven L. Fradkin

Executive Vice President

Chief Financial Officer

Timothy P. Moen

Executive Vice President

Human Resources and Administration

William L. Morrison

President –

Personal Financial Services

Stephen N. Potter

Executive Vice President and

Head of Europe, Middle East, Africa

Jana R. Schreuder

President –

Worldwide Operations and Technology

Joyce M. St. Clair

Executive Vice President and

Head of Corporate Risk Management

Timothy J. Theriault

President –

Corporate and Institutional Services

Kelly R. Welsh

Executive Vice President

General Counsel

NORTHERN TRUST CORPORATION

Other Senior Officers

Aileen B. Blake

Executive Vice President and

Controller

Orie L. Dudley, Jr.

Executive Vice President and

Chief Investment Officer

John P. Grube

Executive Vice President

Credit Policy

Patricia K. Bartler

Senior Vice President and

Chief Compliance and Ethics Officer

William R. Dodds, Jr.

Executive Vice President and Treasurer

Rose A. Ellis

Corporate Secretary and

Assistant General Counsel

Beverly J. Fleming

Senior Vice President and

Director of Investor Relations

Dan E. Phelps

Executive Vice President and

General Auditor

Shundrawn A. Thomas

Senior Vice President and

Head of Corporate Strategy

THE NORTHERN TRUST COMPANY

Other Executive Vice Presidents

Gregg D. Behrens

Penelope J. Biggs

David C. Blowers

Stephen Bowman

Jeffrey D. Cohodes

Marianne G. Doan

Nirup Krishnamurthy

Wilson Leech

Connie L. Lindsey

Lyle L. Logan

R. Hugh Magill

Patrick J. McDougal

Brian P. Ovaert

Teresa A. Parker

Douglas P. Regan

Lee S. Selander

Jean E. Sheridan

Lloyd A. Wennlund

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 81

BOARD OF DIRECTORS

William A. Osborn

Chairman of the Board

Northern Trust Corporation and

The Northern Trust Company (4)

Linda Walker Bynoe

President and Chief Executive Officer

Teleman Ltd.

Project management and consulting firm (1, 5)

Nicholas D. Chabraja

Chairman of the Board and Chief Executive Officer

General Dynamics Corporation

Worldwide defense, aerospace and other

technology products manufacturer (1, 3)

Susan Crown

Vice President

Henry Crown and Company

Worldwide company with

diversified manufacturing operations,

real estate and securities (2, 3, 4)

Dipak C. Jain

Dean

Kellogg School of Management

Northwestern University

Educational institution (1, 6)

Arthur L. Kelly

Managing Partner

KEL Enterprises L.P.

Holding and investment partnership (3, 4, 6)

Robert C. McCormack

Advisory Director

Trident Capital, Inc.

Venture capital firm (2, 4, 5)

Edward J. Mooney

Retired Délégué Général–North America

Suez Lyonnaise des Eaux

Worldwide provider of energy, water, waste

and communications services;

Retired Chairman and Chief Executive Officer

Nalco Chemical Company

Manufacturer of specialized service chemicals (1, 2, 4)

John W. Rowe

Chairman, President and Chief Executive Officer

Exelon Corporation

Producer and wholesale marketer of energy (1, 4, 6)

Harold B. Smith

Chairman of the Executive Committee

Illinois Tool Works Inc.

Worldwide manufacturer and marketer

of engineered components and industrial systems

and consumables (3, 5, 6)

William D. Smithburg

Retired Chairman, President and Chief Executive Officer

The Quaker Oats Company

Worldwide manufacturer and marketer of

beverages and grain-based products (2, 3)

Enrique J. Sosa

Retired President

BP Amoco Chemicals

Worldwide chemical division of BP p.l.c. (5, 6)

Charles A. Tribbett III

Managing Director

Russell Reynolds Associates

Worldwide recruiting firm (2, 5)

Frederick H. Waddell

President and Chief Executive Officer

Northern Trust Corporation and

The Northern Trust Company (4)

Board Committees

1. Audit Committee

2. Compensation and Benefits Committee

3. Corporate Governance Committee

4. Executive Committee

5. Business Risk Committee

6. Business Strategy Committee

82 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

CORPORATE INFORMATION

Comparison of Five-Year Cumulative Total Return

The graph below compares the cumulative total stockholder return on the Corporation’s Common Stock to the cumulative total return of the S&P 500 Index, the Keefe, Bruyette & Woods (KBW) 50 Index, and the KBW Bank Index for the five fiscal years which commenced January 1, 2003 and ended December 31, 2007. The cumulative total stockholder return assumes the investment of $100 in the Corporation’s Common Stock and in each index on December 31, 2002 and assumes reinvestment of dividends. Effective with the 2007 Financial Annual Report, the Corporation is utilizing the KBW Bank Index as the industry index for this comparison. The KBW 50 Index, Northern Trust’s previously selected industry index, is being included in the chart below, in this year of change only, for comparative purposes. The KBW Bank Index, a modified-capitalization-weighted index made up of 24 of the largest banking companies in the U.S., is more closely aligned with Northern Trust’s bank peer group and is more widely available. The Corporation is included in the S&P 500 Index, the KBW 50 Index, and the KBW Bank Index.

We caution you not to draw any conclusions from the data in this performance graph, as past results do not necessarily indicate future performance.

Total Return Assumes $100 Invested on

December 31, 2002 with Reinvestment of Dividends

Five-Year Cumulative Total Return

	December 31,
	2002	2003	2004	2005	2006	2007
Northern Trust	100	134	144	156	186	238
S&P 500	100	129	143	150	173	183
KBW 50 Index	100	134	147	149	178	137
KBW Bank Index	100	134	148	153	179	140

NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT 83

CORPORATE INFORMATION

ANNUAL MEETING

The annual meeting of stockholders will be held on Tuesday, April 15, 2008, at 10:30 A.M. (Central Daylight Time) at 50 South La Salle Street, Chicago, Illinois.

STOCK LISTING

The common stock of Northern Trust Corporation is traded on the NASDAQ Stock Market under the symbol NTRS.

STOCK TRANSFER AGENT, REGISTRAR

AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank, N.A.

Shareowner Services

161 North Concord Exchange Street

South St. Paul, Minnesota 55075

General Phone Number: 1-800-468-9716

Internet Site: www.wellsfargo.com/shareownerservices

AVAILABLE INFORMATION

The Corporation’s Internet address is northerntrust.com.

Through our Web site, we make available free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. Information contained on the Web site is not part of the Summary Annual Report or the Financial Annual Report.

10-K REPORT

Copies of the Corporation’s 2007 10-K Report filed with the Securities and Exchange Commission will be available by the end of March 2008 and will be mailed to stockholders and other interested persons upon written request to:

Rose A. Ellis

Corporate Secretary

Northern Trust Corporation

50 South La Salle Street, M-9

Chicago, Illinois 60603

QUARTERLY EARNINGS RELEASES

Copies of the Corporation’s quarterly earnings releases may be obtained by accessing Northern Trust’s Web site at northerntrust.com or by calling the Corporate Communications department at (312) 444-4272.

INVESTOR RELATIONS

Please direct Investor Relations inquiries to:

Beverly J. Fleming, Director of Investor Relations,

at (312) 444-7811 or beverly_fleming@ntrs.com.

NORTHERNTRUST.COM

Information about the Corporation, including financial

performance and products and services, is available on

Northern Trust’s Web site at northerntrust.com.

NORTHERN TRUST GLOBAL INVESTMENTS

Northern Trust Corporation uses the name Northern Trust Global Investments to identify the investment management business, including portfolio management, research and trading, carried on by several of its affiliates, including The Northern Trust Company, Northern Trust Global Advisors and Northern Trust Investments.

84 NORTHERN TRUST CORPORATION 2007 FINANCIAL ANNUAL REPORT

EX-21

NORTHERN TRUST CORPORATION SUBSIDIARIES AS OF FEBRUARY 28, 2008

	Percent Owned		Jurisdiction of Incorporation
The Northern Trust Company	100	%	Illinois
Norlease, Inc.	100	%	Delaware
TNT-NL Leasing I, Inc.	100	%	Delaware
TNT-NL Eurolease I, Ltd.	100	%	Bermuda
TNT-NL Eurolease II, Ltd.*	100	%	Bermuda
Clenston Ltd.*	100	%	Bermuda
BAFSC/TNT-NL CX HUL I, Ltd.*	75	%	Bermuda
BAFSC/TNT-NL CX HUO, Ltd.*	75	%	Bermuda
MFC Company, Inc.	100	%	Delaware
The Northern Trust Company, Canada	100	%	Ontario, Canada
Nortrust Nominees, Ltd.	100	%	England
The Northern Trust Company U.K. Pension Plan Limited	100	%	England
Northern Trust Guernsey Holdings Limited	99	%	Guernsey
Northern Trust (Guernsey) Limited	99	%	Guernsey
The Northern Trust International Banking Corporation	100	%	Edge Act
Northern Trust Cayman International, Ltd.	100	%	Cayman Islands, BWI
The Northern Trust Company of Hong Kong Limited	99.99	%	Hong Kong
Northern Trust Fund Managers (Ireland) Limited	100	%	Ireland
Nortrust Nominees (Ireland) Limited	100	%	Ireland
Northern Trust Property Services (Ireland) Limited	100	%	Ireland
Northern Trust Management Services Limited	100	%	England
Northern Trust Global Investments Limited	100	%	England
The Northern Trust Scottish Limited Partnership	99	%	Scotland
Northern Trust Luxembourg Capital S.A.R.L.	100	%	Luxembourg
Northern Trust (Ireland) Limited	100	%	Ireland
Northern Trust Investor Services (Ireland) Limited	100	%	Ireland
Northern Trust Custodial Services (Ireland) Limited	100	%	Ireland
Northern Trust Fund Services (Ireland) Limited	100	%	Ireland
Northern Trust Management Services (Ireland) Limited	100	%	Ireland
Northern Trust International Fund Administration Services (Ireland) Limited	100	%	Ireland
Northern Trust Fiduciary Services (Ireland) Limited	100	%	Ireland
BBI Nominees Limited	100	%	Ireland
Northern Trust GFS Holdings Limited	99	%	Guernsey
Northern Trust International Fund Administration Services (UK) Limited	100	%	England
Northern Trust Fiduciary Services (UK) Limited	100	%	England
Northern Trust Fiduciary Services (Guernsey) Limited	99	%	Guernsey
Arnold Limited	99	%	Guernsey
Control Nominees Limited	99	%	Guernsey
Truchot Limited	99	%	Guernsey
Vivian Limited	99	%	Guernsey
Doyle Administration Limited	99	%	Isle of Man
Barfield Nominees Limited	99	%	Isle of Man
Northern Trust Fiduciary Company (Guernsey) Limited	100	%	Guernsey
NT Director One Limited	100	%	Guernsey
NT Director Two Limited	100	%	Guernsey

NORTHERN TRUST CORPORATION SUBSIDIARIES AS OF FEBRUARY 28, 2008

(continued)

	Percent Owned		State of Incorporation
NT Nominee One Limited	100	%	Guernsey
NT Nominee Two Limited	100	%	Guernsey
NT Secretary Limited	100	%	Guernsey
Trafalgar Trust Company (Guernsey) Limited	100	%	Guernsey
Northern Trust International Fund Administration Services (Guernsey) Limited	99	%	Guernsey
Trafalgar Representatives Limited	50	%	Guernsey
Nelson Representatives Limited	50	%	Guernsey
Admiral Nominees Limited	50	%	Guernsey
Northern Trust International Fiduciary Services (Jersey) Limited	99	%	Jersey
Saline Nominees Limited	99	%	Guernsey
International Securisation Managers (Ireland) Limited	100	%	Ireland
Northern Trust International Fund Administrators (Jersey) Limited	100	%	Jersey
Northern Trust Partners Scotland Limited	100	%	Scotland
Northern Operating Services Private Limited	99	%	India
NTG Services LLC	100	%	Delaware LLC
NT Mortgage Holdings LLC	100	%	Delaware LLC
Northern Trust Investments, National Association	100	%	National
Northern Trust Holdings Limited	100	%	England
Northern Trust Global Services Limited	100	%	England
Northern Trust European Holdings Limited	100	%	England
Northern Trust Luxembourg Management Company S.A.	99.99	%	Luxembourg
Northern Trust, NA	100	%	National Bank
Realnor Properties, Inc.	100	%	Florida
Realnor Special Properties, Inc.	100	%	Florida
Realnor Hallandale, Inc.	100	%	Florida
Realnor 1177, Inc.	100	%	Florida
Northern Annuity Sales, Inc.	100	%	Florida
Fiduciary Services Inc.	100	%	Texas (Inactive)
Northern Trust Bank, FSB	100	%	Federal Savings Bank
Northern Trust Holdings L.L.C.	100	%	Delaware
Northern Investment Corporation	100	%	Delaware
Northern Investment Management Company	100	%	Delaware (Inactive)
Northern Trust Securities, Inc.	100	%	Delaware
Northern Trust Services, Inc.	100	%	Illinois
Nortrust Realty Management, Inc.	100	%	Illinois

Exhibit Number (21)03

NORTHERN TRUST CORPORATION SUBSIDIARIES AS OF FEBRUARY 28, 2008

(continued)

	Percent Owned		State of Incorporation
The Northern Trust Company of New York	100	%	New York
Northern Trust Global Advisors, Inc.	100	%	Delaware
NT Global Advisors, Inc.	100	%	Ontario, Canada
Northern Trust Global Advisors, Limited	100	%	England
The Northern Trust Company of Connecticut	100	%	Connecticut
Northern Trust Global Investments Japan, K.K.	100	%	Japan
NTC Capital I	100	%	Delaware
NTC Capital II	100	%	Delaware
Equilend Holdings LLC	10	%	Delaware
The Northern Trust Company of Delaware	100	%	Delaware

* Indirectly owned by Norlease Inc. through Delaware business trusts.

Exhibit Number (21)03

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Northern Trust Corporation:

We consent to the incorporation by reference in the registration statements on Form S-3 No. 333-105423 and on Form S-8 Nos. 333-144848, 333-86418, 333-84085, 333-52623 and 333-58784 of Northern Trust Corporation of our reports dated February 28, 2008, with respect to the consolidated balance sheets of Northern Trust Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the Form 10-K of Northern Trust Corporation dated February 28, 2008. The aforementioned report with respect to the consolidated financial statements of Northern Trust Corporation and subsidiaries refers to changes in its method of accounting for stock-based compensation and its method of accounting for defined benefit pension and other postretirement plans in 2006.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2008

EX-24

EXHIBIT NUMBER (24)

TO 2007 FORM 10-K

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of Northern Trust Corporation hereby severally constitute and appoint Frederick H. Waddell, Steven L. Fradkin and Kelly R. Welsh, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them singly, to sign for us in our names, in the capacities indicated below, Form 10-K, annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended December 31, 2007, and to file such Form, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Trust Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming our signatures as they may be signed by our attorneys, or any one of them, to such Form, and all that our attorneys and agents, or any of them, may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 19^th day of February, 2008.

/s/ Frederick H. Waddell
Frederick H. Waddell
President, Chief Executive Officer and Director
/s/ Steven L. Fradkin	/s/ Aileen B. Blake
Steven L. Fradkin	Aileen B. Blake
Executive Vice President and Chief Financial Officer	Executive Vice President and Controller (Chief Accounting Officer)
/s/ Linda Walker Bynoe	/s/ Nicholas D. Chabraja
Linda Walker Bynoe	Nicholas D. Chabraja
Director	Director
/s/ Susan Crown	/s/ Dipak C. Jain
Susan Crown	Dipak C. Jain
Director	Director

1

/s/ Arthur L. Kelly	/s/ Robert C. McCormack
Arthur L. Kelly Director	Robert C. McCormack Director
/s/ Edward J. Mooney	/s/ William A. Osborn
Edward J. Mooney Director	William A. Osbor Chairman and Director
/s/ John W. Rowe	/s/ Harold B. Smith
John W. Rowe Director	Harold B. Smith Director
/s/ William D. Smithburg	/s/ Enrique J. Sosa
William D. Smithburg Director	Enrique J. Sosa Director
/s/ Charles A. Tribbett III
Charles A. Tribbett III Director

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

I, Victoria Antoni , a Notary Public, DO HEREBY CERTIFY that the above named directors and officers of Northern Trust Corporation, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person, and severally acknowledged that they signed and delivered the instrument as their free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 19^th day of February, 2008.

/s/ Victoria Antoni

Victoria Antoni

Notary Public

My Commission Expires:

07/25/11

2

EX-31.(I)

Exhibit 31(i)

Certification of CEO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Frederick H. Waddell, Chief Executive Officer of Northern Trust Corporation, certify that:

1. I have reviewed this report on Form 10-K for the year ending December 31, 2007 of Northern Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008	/s/ Frederick H. Waddell
	Frederick H. Waddell
	Chief Executive Officer

EX-31.(II)

Exhibit 31(ii)

Certification of CFO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven L. Fradkin, Chief Financial Officer of Northern Trust Corporation, certify that:

1. I have reviewed this report on Form 10-K for the year ending December 31, 2007 of Northern Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008	/s/ Steven L. Fradkin
	Steven L. Fradkin
	Chief Financial Officer

EX-32

Exhibit 32

Certifications of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Northern Trust Corporation (the “Corporation”) on Form 10-K for the period ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Frederick H. Waddell, as Chief Executive Officer of the Corporation, and Steven L. Fradkin, as Chief Financial Officer of the Corporation, each hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Frederick H. Waddell

Frederick H. Waddell

Chief Executive Officer

February 28, 2008

/s/ Steven L. Fradkin

Steven L. Fradkin

Chief Financial Officer

February 28, 2008

This certification accompanies the Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Northern Trust Corporation for purposes of section 18 of the Securities Exchange Act of 1934, as amended.