8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2009

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-5965	36-2723087
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant.

In accordance with its previously reported announcement of actions to support clients in light of the current turbulent market conditions, the Board of Directors of Northern Trust Corporation (the “Corporation”) has authorized the Corporation to enter into amendments to the Capital Support Agreements it originally entered into on February 21, 2008 or, in one instance, on September 29, 2008, with nine registered investment companies, pooled cash funds organized as Undertakings for the Collective Investment of Transferable Securities, securities lending collateral pools and commingled cash funds. The amendments extend the expiration date under the Capital Support Agreements from February 28, 2009 until November 6, 2009. The amendments to the Capital Support Agreements with the registered investment companies are subject to Securities and Exchange Commission (“SEC”) approval.

The amendments that are not subject to SEC approval were entered into on January 26, 2009, and copies are filed as Exhibits 10.1 through 10.5 hereto. A form of the remaining amendments, which are expected to be executed upon receipt of SEC approval, is filed as Exhibit 10.6 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Amendment No. 3 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Global Funds plc on behalf of its sub-fund The Sterling Fund
10.2	Amendment No. 3 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Global Funds plc on behalf of its sub-fund The U.S. Dollar Fund
10.3	Amendment No. 1 to Amended and Restated Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Investments, N.A., as Trustee on behalf of the NTGI Collective Short Term Investment Fund
10.4	Amendment No. 2 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and The Northern Trust Company, as Securities Lending Agent on behalf of the Core Select Securities Lending Cash Collateral Pool
10.5	Amendment No. 1 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and The Northern Trust Company on behalf of The Northern Trust Company Common Short Term Investment Fund

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10.6 Form of Amendment No. 3 to the Capital Support Agreements between Northern Trust Corporation and each of Northern Institutional Funds on behalf of its series the Prime Obligations Portfolio, Northern Institutional Funds on behalf of its series the Diversified Assets Portfolio, Northern Institutional Funds on behalf of its series the Liquid Assets Portfolio and Northern Funds on behalf of its series the Money Market Fund

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHERN TRUST CORPORATION
	(Registrant)
Date: January 29, 2009	By:	/s/ Steven L. Fradkin
		Steven L. Fradkin
		Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

10.1	Amendment No. 3 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Global Funds plc on behalf of its sub-fund The Sterling Fund
10.2	Amendment No. 3 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Global Funds plc on behalf of its sub-fund The U.S. Dollar Fund
10.3	Amendment No. 1 to Amended and Restated Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and Northern Trust Investments, N.A., as Trustee on behalf of the NTGI Collective Short Term Investment Fund
10.4	Amendment No. 2 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and The Northern Trust Company, as Securities Lending Agent on behalf of the Core Select Securities Lending Cash Collateral Pool
10.5	Amendment No. 1 to Capital Support Agreement, dated January 26, 2009, between Northern Trust Corporation and The Northern Trust Company on behalf of The Northern Trust Company Common Short Term Investment Fund
10.6	Form of Amendment No. 3 to the Capital Support Agreements between Northern Trust Corporation and each of Northern Institutional Funds on behalf of its series the Prime Obligations Portfolio, Northern Institutional Funds on behalf of its series the Diversified Assets Portfolio, Northern Institutional Funds on behalf of its series the Liquid Assets Portfolio and Northern Funds on behalf of its series the Money Market Fund

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 3 TO

CAPITAL SUPPORT AGREEMENT

This Amendment No. 3 (the “Amendment”) to the Capital Support Agreement, is made as of the 26^th day of January 2009, by and between the Northern Trust Corporation (the “Support Provider”) and Northern Trust Global Funds plc (the “Company”) on behalf of its sub-fund The Sterling Fund (the “Fund”).

WHEREAS, the parties have entered into a Capital Support Agreement (the “Agreement”), dated as of February 21, 2008 and amended the Agreement on July 15, 2008 and 29^th September 2008; and

WHEREAS, the parties desire to further amend the Agreement on the terms and subject to the conditions provided herein;

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009

IN WITNESS WHEREOF, the parties caused this Amendment No. 3 to the Capital Support Agreement to be executed this 26^th day of January 2009.

NORTHERN TRUST CORPORATION
By:	/s/ William R. Dodds, Jr.
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 South LaSalle Street
Chicago
Illinois 60675
United States of America
NORTHERN TRUST GLOBAL FUNDS PLC FOR AND ON BEHALF OF THE STERLING FUND
By:	/s/ Michael Boyce
Name:	Michael Boyce
Title:	Director
ADDRESS FOR NOTICES:
George’s Court
54-62 Townsend Street
Dublin 2
Ireland

EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 3 TO

CAPITAL SUPPORT AGREEMENT

This Amendment No. 3 (the “Amendment”) to the Capital Support Agreement, is made as of the 26^th day of January 2009, by and between the Northern Trust Corporation (the “Support Provider”) and Northern Trust Global Funds plc (the “Company”) on behalf of its sub-fund The U.S. Dollar Fund (the “Fund”).

WHEREAS, the parties have entered into a Capital Support Agreement (the “Agreement”), dated as of February 21, 2008 and amended the Agreement on July 15, 2008 and 29^th September 2008; and

WHEREAS, the parties desire to further amend the Agreement on the terms and subject to the conditions provided herein;

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009.

IN WITNESS WHEREOF, the parties caused this Amendment No. 3 to the Capital Support Agreement to be executed this 26^th day of January 2009.

NORTHERN TRUST CORPORATION
By:	/s/ William R. Dodds, Jr.
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 South LaSalle Street
Chicago
Illinois 60675
United States of America
NORTHERN TRUST GLOBAL FUNDS PLC FOR AND ON BEHALF OF THE U.S. DOLLAR FUND
By:	/s/ Michael Boyce
Name:	Michael Boyce
Title:	Director
ADDRESS FOR NOTICES:
George’s Court
54-62 Townsend Street
Dublin 2
Ireland

EX-10.3

EXHIBIT 10.3

AMENDMENT NO. 1 TO

AMENDED AND RESTATED CAPITAL SUPPORT AGREEMENT

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Capital Support Agreement, is made as of the 26^th day of January 2009, by and between Northern Trust Corporation (the “Support Provider”) and Northern Trust Investments, N.A. (“NTI”), as trustee on behalf of the NTGI Collective Short Term Investment Fund (the “Fund”).

WHEREAS, the parties entered into a capital support agreement, dated as of February 21, 2008, amended such agreement on July 15, 2008 and subsequently amended and restated such agreement on September 29, 2008 (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions provided herein.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c)(iii) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009, or such later date as agreed upon by the Support Provider and NTI.

IN WITNESS WHEREOF, the parties caused this Amendment No. 1 to the Amended and Restated Capital Support Agreement to be executed.

NORTHERN TRUST CORPORATION
By:	/s/ William R. Dodds, Jr.
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 S. LaSalle St.
Chicago, IL 60603
Attn: William R. Dodds, Jr.
NORTHERN TRUST INVESTMENTS, N.A., AS TRUSTEE OF THE NTGI COLLECTIVE SHORT TERM INVESTMENT FUND
By:	/s/ John L. Krieg
Name:	John L. Krieg
Title:	Senior Vice President
ADDRESS FOR NOTICES:
50 S. LaSalle St.
Chicago, IL 60603
Attn: John L. Krieg

EX-10.4

EXHIBIT 10.4

AMENDMENT NO. 2 TO

CAPITAL SUPPORT AGREEMENT

This Amendment No. 2 (the “Amendment”) to the Capital Support Agreement, is made as of the 26^th day of January 2009, by and between Northern Trust Corporation (the “Support Provider”) and The Northern Trust Company (“TNT”), as securities lending agent on behalf of the Core Select Securities Lending Cash Collateral Pool (the “Fund”).

WHEREAS, the parties have entered into a Capital Support Agreement (the “Agreement”), dated as of February 21, 2008 and amended the Agreement on July 15, 2008; and

WHEREAS, the parties desire to further amend the Agreement on the terms and subject to the conditions provided herein.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c)(iii) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009.

IN WITNESS WHEREOF, the parties caused this Amendment No. 2 to the Capital Support Agreement to be executed.

NORTHERN TRUST CORPORATION
By:	/s/ William R. Dodds, Jr.
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 S. LaSalle St.
Chicago, IL 60603
Attn: William R. Dodds, Jr.
THE NORTHERN TRUST COMPANY, AS LENDING AGENT ON BEHALF OF THE CORE SELECT SECURITIES LENDING CASH COLLATERAL POOL
By:	/s/ Jeffrey S. Benner
Name:	Jeffrey S. Benner
Title:	Senior Vice President
ADDRESS FOR NOTICES:
50 S. LaSalle St.
Chicago, IL 60603
Attn: Jeffrey S. Benner

EX-10.5

EXHIBIT 10.5

AMENDMENT NO. 1 TO

CAPITAL SUPPORT AGREEMENT

This Amendment No. 1 (the “Amendment”) to the Capital Support Agreement, is made as of the 26^th day of January 2009, by and between Northern Trust Corporation (the “Support Provider”) and The Northern Trust Company (“TNT”), as trustee on behalf of The Northern Trust Company Common Short Term Investment Fund (the “Fund”).

WHEREAS, the parties have entered into a Capital Support Agreement (the “Agreement”), dated as of September 29, 2008; and

WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions provided herein.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c)(iii) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009, or such later date as agreed upon by the Support Provider and TNT.

IN WITNESS WHEREOF, the parties caused this Amendment No. 1 to the Capital Support Agreement to be executed.

NORTHERN TRUST CORPORATION
By:	/s/ William R. Dodds, Jr.
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 S. LaSalle St. Chicago, IL 60603 Attn: William R. Dodds, Jr.
THE NORTHERN TRUST COMPANY, AS TRUSTEE OF THE NORTHERN TRUST COMPANY COMMON SHORT TERM INVESTMENT FUND
By:	/s/ John L. Krieg
Name:	John L. Krieg
Title:	Senior Vice President
ADDRESS FOR NOTICES:
50 S. LaSalle St. Chicago, IL 60603 Attn: John L. Krieg

EX-10.6

EXHIBIT 10.6

FORM OF

AMENDMENT NO. 3 TO

CAPITAL SUPPORT AGREEMENT

This Amendment No. 3 (the “Amendment”) to the Capital Support Agreement, is made as of the [    ] day of [                    ] 2009, by and between NORTHERN TRUST CORPORATION (the “Support Provider”) and [                                        ] (the “Trust”), on behalf of its series the [                                        ] (the “Fund”).

WHEREAS, the parties have entered into a Capital Support Agreement (the “Agreement”), dated as of February 21, 2008 and amended the Agreement on July 15, 2008 and September 29, 2008; and

WHEREAS, the parties desire to further amend the Agreement on the terms and subject to the conditions provided herein.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.

2. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced as set forth below:

(iii) 5:00 p.m. Eastern Time on November 6, 2009.

IN WITNESS WHEREOF, the parties caused this Amendment No. 3 to the Capital Support Agreement to be executed.

NORTHERN TRUST CORPORATION
By:
Name:	William R. Dodds, Jr.
Title:	Treasurer
ADDRESS FOR NOTICES:
50 S. LaSalle St. Chicago, IL 60603 Attn: William R. Dodds, Jr.
[                                         ] FOR AND ON BEHALF OF ITS [                                        ]
By:
Name:	Lloyd A. Wennlund
Title:	President
ADDRESS FOR NOTICES:
50 S. LaSalle St. Chicago, IL 60603 Attn: Lloyd A. Wennlund