8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15 (d)of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 20, 2007

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-5965	36-2723087
(Commission File Number)	(IRS 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:

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

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

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

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

Item 1.02. Termination of a Material Definitive Agreement.

On February 20, 2007, Northern Trust Corporation (the “Company”) and William A. Osborn, Chairman and Chief Executive Officer, by mutual agreement, terminated the Employment Security Agreement, dated May 21, 2002, between Mr. Osborn and the Company (the “Employment Security Agreement”). The letter, dated February 20, 2007, from Mr. Osborn, countersigned on behalf of the Company by Timothy P. Moen, Executive Vice President and Head of Human Resources and Administration, memorializing the termination of the Employment Security Agreement is attached hereto and incorporated by reference herein as Exhibit 10.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

Exhibit 10 Letter, dated February 20, 2007, from William A. Osborn, Chairman and Chief Executive Officer, to Timothy P. Moen, Executive Vice President and Head of Human Resources and Administration

2

SIGNATURE

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 thereunto duly authorized.

	NORTHERN TRUST CORPORATION
		(Registrant)
Dated: February 21, 2007	By:	/s/ Timothy P. Moen
		Timothy P. Moen
		Executive Vice President and Head of Human Resources and Administration

3

EXHIBIT INDEX

Number	Description	PageNumber
10	Letter, dated February 20, 2007, from William A. Osborn, Chairman and Chief Executive Officer, to Timothy P. Moen , Executive Vice President and Head of Human Resources and Administration	5

4

EX-10

Exhibit 10

William A. Osborn

Chairman and

Chief Executive Officer

February 20, 2007

Mr. Timothy P. Moen

Executive Vice President and

Head of Human Resources and Administration

Dear Tim:

This is to advise that I voluntarily terminate the Employment Security Agreement, dated May 21, 2002, between myself and Northern Trust Corporation effective the date hereof. Because of my seniority and longevity both at Northern Trust and as Chairman and Chief Executive Officer, I have significant equity ownership in Northern Trust and am retirement eligible. Accordingly, my unique situation is such that an employment security agreement for me is unnecessary.

If the foregoing is acceptable to Northern Trust Corporation, kindly so indicate by signing this letter, which shall be kept in the permanent records and minute books of the company to memorialize the termination of the Employment Security Agreement.

Sincerely,

/s/ William A. Osborn              

William A. Osborn

Accepted and Agreed:

Northern Trust Corporation

By: /s/ Timothy P. Moen                      

Timothy P. Moen,

Executive Vice President and

Head of Human Resources and Administration