0001193125-09-040606 Sample Contracts

FORM OF DIRECTOR STOCK AGREEMENT UNDER THE AMENDED AND RESTATED NORTHERN TRUST CORPORATION 2002 STOCK PLAN
Director Stock Agreement • February 27th, 2009 • Northern Trust Corp • State commercial banks • Illinois

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. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

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FORM OF DIRECTOR PRORATED STOCK AGREEMENT UNDER THE AMENDED AND RESTATED NORTHERN TRUST CORPORATION 2002 STOCK PLAN
Stock Agreement • February 27th, 2009 • Northern Trust Corp • State commercial banks • Illinois

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. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

AMENDMENT NO. 3 TO CAPITAL SUPPORT AGREEMENT
Capital Support Agreement • February 27th, 2009 • Northern Trust Corp • State commercial banks

This Amendment No. 3 (the “Amendment”) to the Capital Support Agreement, is made as of the 24th day of February 2009, by and between NORTHERN TRUST CORPORATION (the “Support Provider”) and NORTHERN INSTITUTIONAL FUNDS (the “Trust”), on behalf of its series the Prime Obligations Portfolio (the “Fund”).

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