Cash-Settled Stock Unit Agreement Sample Contracts

FORM OF ADVISORY DIRECTOR CASH-SETTLED STOCK UNIT AGREEMENT
Cash-Settled Stock Unit Agreement • April 29th, 2011 • Northern Trust Corp • State commercial banks • Illinois

The Board of Directors (“Board”) of Northern has appointed to the position of advisory director (and he is referred to herein as the “Advisory Director.”) The Board has determined that the Advisory Director should receive a grant of cash compensation in the form of stock units (the “Stock Units”), described below, which Stock Units shall be settled exclusively in cash, and shall be subject to all of the terms and conditions outlined below. Accordingly, Northern and the Advisory Director hereby agree as follows:

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