0001193125-05-032614 Sample Contracts

FORM OF DIRECTOR STOCK AGREEMENT UNDER THE NORTHERN TRUST CORPORATION
Director Stock Agreement • February 18th, 2005 • Northern Trust Corp • State commercial banks • Illinois

The 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.

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FORM OF NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 18th, 2005 • Northern Trust Corp • State commercial banks

In consideration of my employment with The Northern Trust Company and any affiliated companies by which I become employed (“Company”), I agree as follows:

FORM OF STOCK UNIT AGREEMENT UNDER THE NORTHERN TRUST CORPORATION 2002 STOCK PLAN
Stock Unit Agreement • February 18th, 2005 • Northern Trust Corp • State commercial banks • Illinois

The Northern Trust Corporation 2002 Stock Plan (“Plan”) provides, in Section 10 of the Plan, for the awarding of Stock Units to participating employees of Northern or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern.

STOCK AWARD AGREEMENT UNDER THE NORTHERN TRUST CORPORATION 2002 STOCK PLAN
Stock Award Agreement • February 18th, 2005 • Northern Trust Corp • State commercial banks • Illinois

The Northern Trust Corporation 2002 Stock Plan (“Plan”) provides, in Section 9 of the Plan, for the granting of Stock Awards to participating employees of Northern or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern.

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