0001193125-12-331841 Sample Contracts

NORTHERN TRUST CORPORATION (Delaware corporation) 2.375% Notes due 2022 UNDERWRITING AGREEMENT
Underwriting Agreement • August 2nd, 2012 • Northern Trust Corp • State commercial banks • New York

This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or (ii) Morgan Stanley & Co. LLC at 1-866-718-1649.

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