Stock Incentive Plan – Northern Trust Corp.

1.

Purpose. The purpose of the Plan is to promote the growth
and profitability of the Corporation and its Subsidiaries by (a) encouraging
outstanding individuals to accept or continue employment with the Corporation
and its Subsidiaries or to serve as Directors of the Corporation, (b) providing
those persons with incentive compensation opportunities in the form of Stock
Options and other Awards based on the value or increase in the value of shares
of Common Stock of the Corporation, thereby aligning their interests with those
of the Corporation153s stockholders, and (c) furthering the Corporation153s risk
mitigation strategy by enabling the Corporation to provide incentive
compensation that appropriately balances risk and reward.

2.

Administration.

(a)

The Committee shall administer the Plan, except as otherwise determined by
the Board. The Committee shall consist of at least two (2) Directors as the
Board may designate from time to time. Notwithstanding anything to the contrary
contained herein, membership of the Committee shall be limited to Board members
who meet the “non:employee director” definition in Rule 16b-3 under Section 16
of the Exchange Act and the “outside director” definition under Section 162(m)
of the Code and the regulations thereunder.

(b)

The Committee shall have full power and authority to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any Award Agreement entered into under the
Plan, and to make all other determinations that may be necessary or desirable
for the administration of the Plan. Any interpretation of the Plan by the
Committee shall be final and binding on all persons.

(c)

The Committee may delegate the administration of the Plan, in whole or in
part, on such terms and conditions as it may impose, to such other person or
persons as it may determine in its discretion, except with respect to Awards to
officers subject to Section 16 of the Exchange Act or officers who are or may be
Covered Employees and except to the extent prohibited by applicable law or the
applicable rules of a stock exchange.

3.

Participants.

(a)

Participants shall consist of Directors and Employees whom the Committee may
designate from time to time to receive Awards under the Plan. Awards may be
granted to Participants who are or were previously Participants under this or
other plans of the Corporation or any Subsidiary, and the Corporation may
continue to award bonuses and other compensation to Participants under other
programs now in existence or hereafter established.

(b)

The Committee shall have the authority (i) to amend the Plan or the terms and
conditions relating to an Award to the extent necessary or appropriate to comply
with applicable law, regulation or accounting rules in order to permit Employees
and Directors who are located outside of the United States to participate in the
Plan; and (ii) to amend the terms and

conditions relating to an Award in all respects, provided that such amendment
shall not adversely affect the rights of any Participant under any outstanding
Award in any material way without the written consent of the Participant unless
such amendment is necessary to comply with applicable law or to cause the Award
to meet the requirements of Code Section 409A.

4.

Awards.

(a)

The following types of Awards may be granted under the Plan, either alone or
in combination with other Awards: (i) Stock Options, (ii) Stock Appreciation
Rights, (iii) Stock Awards, (iv) Stock Units, and (v) Performance Shares.

(b)

The Committee may, in its discretion, provide that any Award granted under
the Plan shall be subject to the attainment of performance goals in order to
qualify such Award as “performance-based compensation” within the meaning of
Section 162(m) of the Code. Performance goals may be based on one or more
business criteria, including, but not limited to: (i) return on equity, (ii)
earnings or earnings per share, (iii) Common Stock price, (iv) return on assets,
(v) return on investment, (vi) net income, (vii) expense management, (viii)
credit quality, (ix) revenue growth, (x) operating leverage, or (xi) regulatory
capital ratio. Corporate performance goals may be absolute in
their terms or measured against or in relationship to the performance of other
companies or indices selected by the Committee. In addition, corporate
performance goals may be adjusted for any events or occurrences (including
extraordinary charges, losses from discontinued operations, restatements and
accounting charges, and other unplanned special charges such as restructuring
expenses, acquisition expenses and strategic loan loss provisions) as may be
determined by the Committee and specified in the terms of the Award. Corporate
performance goals may be particular to one or more business units, lines of
business or Subsidiaries or may be based on the performance of the Corporation
as a whole. The corporate performance goals and the performance targets
established thereunder by the Committee may be identical for all Participants
for a given performance period or, at the discretion of the Committee, may
differ among such Participants.

5.

Shares Issuable Under the Plan.

(a)

The shares of Common Stock for which Awards may be granted under the Plan
shall be shares currently authorized but unissued or, to the extent permitted by
applicable law, currently held or acquired by the Company as treasury shares,
including shares purchased in the open market or in private transactions.
Subject to the provisions of this Section 5, and to adjustment in accordance
with Section 11, the maximum number of shares of Common Stock that may be
delivered to Participants under the Plan shall be equal to the sum of: (i)
30,000,000 shares of Common Stock; and (ii) any shares of Common Stock that are
represented by awards granted under the Amended and Restated Northern Trust
Corporation 2002 Plan (the “Prior Plan”), that are forfeited, expire or are
canceled after the Effective Date without delivery of such shares of Common
Stock or which result in the forfeiture of such shares of Common Stock back to
the Corporation to the extent that such shares would have been added back to the
reserve under the terms of the Prior Plan.

(b)

To the extent any shares of Common Stock covered by an Award are not
delivered to a Participant because the Award is terminated, expires, or is
forfeited or canceled, or if shares

are issued under an Award and thereafter reacquired by the Corporation
pursuant to rights reserved by the Corporation upon issuance thereof, such
shares shall not be deemed to have been delivered for purposes of subsection
(a).

(c)

Each share delivered pursuant to a Stock Option or Stock Appreciation Right
shall reduce the number of shares available for grant under subsection (a), by
one share. Each share delivered pursuant to a Stock Unit or Stock Award
(including a Stock Unit or Stock Award structured as a Performance Share) shall
reduce the number of shares available for grant under subsection (a) by 2.11
shares. To the extent that a share of Common Stock that was subject to an Award
that was counted as 2.11 shares is returned to the Plan, the share reserve
described in subsection (a) shall be credited with 2.11 shares. To the extent
that a share that was subject to an Award under the Prior Plan, or that was
subject to an Award under the Plan that was counted as one share is returned to
the Plan, the share reserve described in subsection (a) shall be credited with
one share. Notwithstanding the foregoing, for purposes of subsection (d), each
share delivered pursuant to an Award will be counted as one share against the
limits described therein.

(d)

Subject to Section 11, the following additional maximums are imposed under
the Plan:

(i)

The maximum number of shares of Common Stock that may be delivered to
Participants and their beneficiaries with respect to ISOs granted under the Plan
shall be 22,000,000 shares.

(ii)

The maximum number of shares that may be covered by Awards granted to any one
Participant during any one calendar-year period pursuant to Sections 6 and 7
(relating to Stock Options and Stock Appreciation Rights) shall be 500,000
shares. For purposes of this subsection (ii), if an Option is in tandem with a
Stock Appreciation Right, such that the exercise of the Stock Option or Stock
Appreciation Right with respect to a share of Common Stock cancels the tandem
Stock Appreciation Right or Stock Option right, respectively, with respect to
such share, the tandem Stock Option and Stock Appreciation Right with respect to
each share of Common Stock shall be counted as covering but one share of Common
Stock for purposes of applying the limitations of this subsection (ii).

(iii)

For Stock Units and Stock Awards that are Performance Shares intended to be
“performance-based compensation” within the meaning of Code Section 162(m), no
more than 150,000 shares of Common Stock may be delivered pursuant to such
Awards granted to any one Participant during any one-calendar year period
(regardless of whether settlement of the Award is to occur prior to, at the time
of, or after the time of vesting).

(e)

In the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Subject to subsection (f) (relating to repricing),
Awards may be granted as alternatives to or in replacement of awards granted or
outstanding under the Plan, or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). Subject to the
overall limitation on the number of shares of Common Stock that may be delivered
under

the Plan, the Committee may use available shares of Common Stock as the form
of payment for compensation, grants or rights earned or due under any other
compensation plan or arrangement of the Company or a Subsidiary, including
without limitation the Northern Trust Corporation Long Term Cash Incentive Plan,
and plans and arrangements of the Company or a Subsidiary that are assumed in
business combinations. The limit under subsection (a) as well as the limits of
subsection (d), shall not apply to Awards granted pursuant to this subsection
(e), in replacement of awards granted under plans or arrangements of the Company
or a Subsidiary that are assumed in business combinations. The provisions of
this subsection (e) shall be subject to the provisions of Section 14.

(f)

Except for either adjustments pursuant to Section 11 (relating to the
adjustment of shares), or reductions of the exercise price approved by the
Company153s stockholders, the exercise price for any outstanding Stock Option or
Stock Appreciation Right may not be decreased after the date of grant nor may an
outstanding Stock Option or Stock Appreciation Right granted under the Plan be
surrendered to the Company as consideration for the grant of a replacement Stock
Option or Stock Appreciation Right with a lower exercise price, nor may any
outstanding Stock Option or Stock Appreciation Right be cancelled in exchange
for cash, other Awards, or a Stock Option or Stock Appreciation Right with a
lower exercise price substituted therefor.

6.

Stock Options. The Committee may, in its discretion, grant
Stock Options under the Plan to any Participant hereunder. Each Stock Option
granted hereunder shall be subject to such terms and conditions as the Committee
may determine at the time of grant, the general provisions of the Plan, the
terms and conditions of the applicable Stock Option Agreement, and the following
specific rules:

(a)

Stock Options granted to a Participant under the Plan shall be governed by a
Stock Option Agreement, which shall specify whether such option is a
nonqualified stock option or an incentive stock option, and such other terms and
conditions, not inconsistent with the terms and conditions of the Plan, as the
Committee shall determine.

(b)

Stock Options shall consist of options to purchase Common Stock at exercise
prices not less than 100% of the Fair Market Value thereof on the date the Stock
Options are granted.

(c)

Stock Options shall be exercisable for such period as specified by the
Committee, but in no event may a Stock Option be exercisable for a period of
more than ten years after its date of grant.

(d)

In addition to the general terms and conditions set forth in this Section 6
in respect of Stock Options granted under the Plan, Incentive Stock Options
granted under the Plan shall be subject to the following additional terms and
conditions: (i) the exercise price of each Incentive Stock Option shall be at
least 100% of the Fair Market Value of the Common Stock subject to such
Incentive Stock Option on the date of grant; (ii) Incentive Stock Options shall
be exercisable not later than ten years after the date of grant; (iii) in the
case of an Incentive Stock Option granted to a Participant who, at the time of
grant, owns (as determined under Section 424(d) of the Code) stock of the
Corporation or its Subsidiaries possessing more than 10% of the total combined
voting power of all classes of stock of any such corporation, the exercise price
shall be at least 110% of the Fair Market Value of the Common Stock subject to
the Incentive Stock Option at the time it is granted, and the

Incentive Stock Option, by its terms, shall not be exercisable after the
expiration of five (5) years from the date of its grant; and (iv) the aggregate
Fair Market Value (determined with respect to each Incentive Stock Option as of
the time such Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by a Participant during any calendar year (under all Incentive Stock Option
plans of the Corporation and its Subsidiaries) shall not exceed $100,000.

(e)

Stock Options may provide that they may be exercised by payment of the
exercise price (i) in cash, (ii) by the Corporation153s withholding a portion of
the shares of Common Stock otherwise distributable to the Participant, (iii) by
the Participant153s actual delivery of previously acquired shares of Common Stock
that are acceptable to the Committee, (iv) by certification of ownership by
attestation of such previously acquired shares, (v) by delivery of a properly
executed notice of exercise, together with irrevocable instructions to a broker
or similar third party to deliver promptly to the Corporation the amount of sale
proceeds from the sale of the option shares to pay the exercise price and any
withholding taxes due to the Corporation, or (vi) by any other method of payment
as the Committee, in its discretion, deems appropriate. In the event that the
exercise price of a Stock Option is paid in whole or in part by the withholding
or delivery of shares of Common Stock pursuant to clause (ii), (iii) or (iv)
above, the number of shares so withheld or delivered shall be the number of
shares having an aggregate Fair Market Value equal to the exercise price, or
portion thereof, so paid.

(f)

If in accordance with the terms and conditions of the Plan and the applicable
Award, a Participant delivers shares of Common Stock to pay all or a part of the
exercise price of a Stock Option, or uses shares of Common Stock to satisfy any
federal, state or local tax withholding requirements, the Participant may
receive, at the discretion of the Committee, an additional Stock Option
(“Replacement Option”) equal to the sum of the number of shares delivered in
payment of the exercise price and the number of shares used to pay withholding
taxes. A Replacement Option shall have a term that shall not extend beyond the
term of the Stock Option to which it relates and shall have an exercise price
equal to the Fair Market Value of the Common Stock on the grant date of the
Replacement Option. Replacement Options may be subject to such other terms and
conditions, not inconsistent with the terms and conditions of the Plan, as the
Committee shall determine. Replacement Options may be granted in connection with
the exercise of Stock Options granted under this Plan or any other plan of the
Corporation.

(g)

The Committee may prescribe such other terms and conditions applicable to
Stock Options granted to a Participant under the Plan that are neither
inconsistent with nor prohibited by the Plan or any Stock Option Agreement.

7.

Stock Appreciation Rights. The Committee may, in its
discretion, grant a Stock Appreciation Right under the Plan to the holder of any
Stock Option granted hereunder. Each Stock Appreciation Right granted hereunder
shall be subject to such terms and conditions as the Committee may determine at
the time of grant, the general provisions of the Plan, the terms and conditions
of the applicable Stock Appreciation Right Agreement, and the following specific
rules:

(a)

Stock Appreciation Rights granted to a Participant under the Plan shall be
governed by a Stock Appreciation Right Agreement, which shall specify such terms
and conditions, not inconsistent with the terms and conditions of the Plan, as
the Committee shall determine.

(b)

A Stock Appreciation Right shall be granted in connection with a Stock Option
at the time of the grant of the Stock Option or at any time thereafter up to six
months prior to the expiration of the Stock Option.

(c)

Each Stock Appreciation Right shall entitle the holder to elect to receive,
in lieu of exercising the Stock Option to which it relates, an amount (payable
in cash or in shares of Common Stock of the Corporation, or a combination
thereof, determined by the Committee and set forth in the related Stock
Appreciation Right Agreement) of up to 100% (or such lesser percentage as
determined by the Committee and set forth in the related Stock Appreciation
Right Agreement) of the excess of (i) the Fair Market Value per share of Common
Stock on the date of exercise of such Stock Appreciation Right, multiplied by
the number of shares of the Common Stock with respect to which the Stock
Appreciation Right is being exercised, over (ii) the aggregate exercise price
under the terms of the related Stock Option for such number of shares; provided
that the amount described in clause (ii) shall in no event be less than 100% of
the aggregate Fair Market Value of such number of shares on the date the Stock
Appreciation Right is granted.

(d)

Each Stock Appreciation Right shall be exercisable at the time and to the
extent that the Stock Option to which it relates is exercisable, provided that
no Stock Appreciation Right shall be exercisable during the first six months
following the date of its grant.

(e)

Upon exercise of a Stock Appreciation Right, the Stock Option (or portion
thereof) with respect to which such Stock Appreciation Right is exercised and
any other Stock Appreciation Rights with respect to such Stock Option (or
portion thereof) shall be surrendered to the Corporation and shall not
thereafter be exercisable.

(f)

Exercise of a Stock Appreciation Right shall reduce the number of shares of
Common Stock purchasable pursuant to the related Stock Option and available
under the Plan to the extent of the total number of shares of Common Stock with
respect to which the Stock Appreciation Right is exercised.

(g)

The Committee may prescribe such other terms and conditions applicable to
Stock Appreciation Rights granted to a Participant under the Plan that are
neither inconsistent with nor prohibited by the Plan or any Stock Appreciation
Right Agreement.

8.

Performance Shares. Pursuant to Section 4(b), the Committee
may, in its discretion, provide that any Stock Unit or Stock Award granted under
the Plan is subject to the attainment of performance goals described in Section
4(b) in order to qualify such Award as “performance-based compensation” within
the meaning of Section 162(m) of the Code. Stock Units and Stock Awards that are
subject to the attainment of such performance goals are referred to as
Performance Shares. The Committee may, in its discretion, grant Performance
Shares under the Plan to any Participant hereunder. Each Performance Share
granted hereunder shall be subject to such terms and conditions as the Committee
may determine at the time of grant, the general provisions of the Plan, the
terms and conditions of the related Performance Share Agreement, and the
following specific rules:

(a)

Performance Shares granted to a Participant under the Plan shall be governed
by a Performance Share Agreement, which shall specify such terms and conditions,
not inconsistent with the terms and conditions of the Plan, as the Committee
shall determine.

(b)

With respect to each performance period, the Committee shall establish such
performance goals relating to one or more of the business criteria identified in
Section 4(b) of the Plan.

(c)

With respect to each performance period, the Committee shall establish
targets for Participants for achievement of performance goals. No later than two
and one-half months following the calendar year in which a performance period
ends, the Committee shall determine the extent to which performance goals for
that performance period have been achieved and shall credit as of the end of
such performance period Performance Shares to the accounts of Participants for
whom targets were established, in accordance with the terms of the applicable
Performance Share Agreements.

(d)

The Committee may prescribe such other terms and conditions applicable to
Performance Shares granted to a Participant under the Plan that are neither
inconsistent with nor prohibited by the Plan or any Performance Share Agreement.

(e)

Pursuant to the provisions of Sections 9 and 10, the Committee may also issue
Stock Awards and Stock Units that are subject to such performance criteria as
the Committee shall designate, but that do not meet the requirements applicable
to Performance Shares and do not constitute performance-based compensation for
purposes of Code Section 162(m).

9.

Stock Awards. The Committee may, in its discretion, grant,
or sell for such amount of cash, Common Stock or such other consideration as the
Committee deems appropriate (which amount may be less than the Fair Market Value
of the Common Stock on the date of grant or sale), shares of Common Stock under
the Plan to any Participant hereunder. Each share of Common Stock granted or
sold hereunder shall be subject to such restrictions, conditions and other terms
as the Committee may determine at the time of grant or sale, the general
provisions of the Plan, the restrictions, terms and conditions of the related
Stock Award Agreement, and the following specific rules:

(a)

Shares of Common Stock issued to a Participant under the Plan shall be
governed by a Stock Award Agreement, which shall specify whether the shares of
Common Stock are granted or sold to the Participant and such other provisions,
not inconsistent with the terms and conditions of the Plan, as the Committee
shall determine.

(b)

The Corporation shall issue, in the name of the Participant, stock
certificates representing the total number of shares of Common Stock granted or
sold to the Participant, as soon as may be reasonably practicable after such
grant or sale, which shall be held by the Secretary of the Corporation as
provided in subsection (e) hereof.

(c)

Subject to the provisions of subsection (b) hereof, and the restrictions set
forth in the related Stock Award Agreement, the Participant receiving a grant of
or purchasing Common Stock shall thereupon be a stockholder with respect to all
of the shares represented by such certificate or certificates and shall have the
rights of a stockholder with respect to such shares, including the right to vote
such shares and to receive dividends and other distributions paid with respect
to such shares.

(d)

The Committee, in its discretion, shall have the power to accelerate the date
on which the restrictions contained in any Stock Award Agreement shall lapse
with respect to any or all shares of Common Stock granted or sold under the
Plan.

(e)

The Secretary of the Corporation shall hold the certificate or certificates
representing shares of Common Stock issued under this Section 9 of the Plan on
behalf of each Participant who holds such shares, whether by grant or sale,
until such time as the Common Stock is forfeited, resold to the Corporation, or
the restrictions lapse.

(f)

The Committee may prescribe such other restrictions, terms and conditions
applicable to the shares of Common Stock issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or any Stock Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions of this Section 9 or in any Stock Award Agreement, in installments.

(g)

Notwithstanding the provisions of subsections (b) and (e) above, the
Corporation, in lieu of issuing stock certificates, may reflect the issuance of
shares of Common Stock to a Participant on a non:certificated basis, with the
ownership of such shares by the Participant evidenced solely by book entry in
the records of the Corporation153s transfer agent; provided, however that
following the lapse of all restrictions with respect to the shares granted or
sold to a Participant, the Corporation, upon the written request of the
Participant, shall issue, in the name of the Participant, stock certificates
representing such shares.

10.

Stock Units. The Committee may, in its discretion, award
Stock Units under the Plan to Participants hereunder. Each Stock Unit granted
hereunder shall be subject to such terms and conditions as the Committee may
determine at the time of grant, the general provisions of the Plan, the terms
and conditions of the applicable Stock Unit Agreement and the following specific
rules:

(a)

Grants of Stock Units to a Participant under the Plan shall be governed by a
Stock Unit Agreement, which shall specify such terms and conditions, not
inconsistent with the terms and conditions of the Plan, as the Committee shall
determine.

(b)

Stock Units shall be denominated in an equal number of shares of Common Stock
of the Corporation, as determined by the Committee, and shall be payable either
in shares of Common Stock or in cash, as provided in the Stock Unit Agreement.

(c)

Any Stock Unit may provide that the Participant shall receive, on the date of
payment of any dividend on Common Stock (or on such other date as specified in
the Award Agreement) occurring during the period preceding payment of the Award,
an amount in cash equal in value to the dividends that the Participant would
have received had he been the actual owner of the number of shares of Common
Stock designated by the Committee at the time of the Award.

(d)

The Corporation153s obligation to make payments or distributions with respect
to Stock Units shall not be funded or secured in any manner.

(e)

The Committee may prescribe such other terms and conditions applicable to
Stock Units granted to a Participant under the Plan that are neither
inconsistent with nor prohibited by the Plan or any Stock Unit Agreement.

11.

Adjustment. In the event of any reorganization,
recapitalization, stock split, stock distribution, merger, consolidation,
split-up, spin-off, combination, subdivision, consolidation or exchange of

shares, any change in the capital structure of the Corporation or any similar
corporate transaction, the Committee or the Board shall make such adjustments as
are necessary and appropriate to preserve the benefits or intended benefits of
the Plan and Awards granted under the Plan. Such adjustments may include: (a)
adjustment in the number and kind of shares reserved for issuance under the
Plan; (b) adjustment in the number and kind of shares covered by outstanding
Awards; (c) adjustment in the exercise price of outstanding Stock Options and
Stock Appreciation Rights or the price of other Awards under the Plan; (d)
adjustments to any of the share limitations set forth in Section 5 of the Plan;
and (e) any other changes that the Committee or the Board determine to be
equitable under the circumstances.

12.

Nontransferability. Except as provided below, each Award
granted under the Plan to a Participant shall not be transferable by the
Participant other than by will or the laws of descent and distribution and shall
be exercisable, during the Participant153s lifetime, only by the Participant or,
in the event of disability, by the Participant153s personal representative. In the
event of the death of a Participant during employment or prior to the
termination, expiration, cancellation or forfeiture of any Award held by the
Participant hereunder, each vested Award theretofore granted to the Participant
shall be exercisable or payable to the extent and to such persons as provided
in, and in accordance with the terms of, the applicable Award Agreement.

13.

Change in Control.

(a)

The Committee may, in its discretion, at the time an Award is made hereunder
or at any time prior to a Change in Control of the Corporation, provide for the
acceleration of any time periods relating to the exercise or realization of such
Awards so that such Awards may be exercised or realized as of the date of a
Change in Control of the Corporation, including specifically that as of such
date: (i) all outstanding Stock Options and Stock Appreciation Rights shall
become fully vested and exercisable; (ii) all performance goals under any Award
shall be deemed fully achieved; (iii) all outstanding Performance Shares shall
become fully vested and distributable; (iv) all restrictions on outstanding
Stock Awards shall lapse; and (v) all restrictions on outstanding Stock Units
shall lapse and such Stock Units shall become fully vested and, in the case of
Stock Units that are not subject to Code Section 409A, distributable. The
Committee may, in its discretion, include such further provisions and
limitations in the Award Agreement as it may deem equitable and in the best
interests of the Corporation.

(b)

A “Change in Control” shall be deemed to have occurred if:

(i)

any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Corporation (not including in the securities beneficially
owned by such Person any securities acquired directly from the Corporation or
its Affiliates) representing 20% or more of the combined voting power of the
Corporation153s then outstanding securities, excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described in clause (A) of
paragraph (iii) below; or

(ii)

the election to the Board of Directors of the Corporation, without the
recommendation or approval of two-thirds of the incumbent Board of Directors of
the Corporation, of the lesser of: (A) three directors; or (B) directors
constituting a majority of the number of directors of the Corporation then in
office, provided, however, that directors whose initial assumption of office is
in connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Corporation will not be considered as incumbent members of the Board of
Directors of the Corporation for purposes of this section; or

(iii)

there is consummated a merger or consolidation of the Corporation or any
direct or indirect subsidiary of the Corporation with any other company, other
than (A) a merger or consolidation which would result in the voting securities
of the Corporation outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), at least
60% of the combined voting power of the securities of the Corporation or such
surviving entity or any parent thereof outstanding immediately after such merger
or consolidation, or (B) a merger or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Corporation (not including in the securities Beneficially Owned by such Person
any securities acquired directly from the Corporation or its Affiliates)
representing 20% or more of the combined voting power of the Corporation153s then
outstanding securities; or

(iv)

the stockholders of the Corporation approve a plan of complete liquidation or
dissolution of the Corporation or there is consummated an agreement for the sale
or disposition by the Corporation of all or substantially all of the
Corporation153s assets, other than a sale or disposition by the Corporation of all
or substantially all of the Corporation153s assets to an entity, at least 60% of
the combined voting power of the voting securities of which are owned by
stockholders of the Corporation in substantially the same proportions as their
ownership of the Corporation immediately prior to such sale.

14.

Other Provisions.

(a)

Any Award under the Plan shall be subject to such other provisions as the
Committee determines, including, without limitation, provisions for the
installment purchase of Common Stock under Stock Options, provisions to assist
the Participant in financing the acquisition of Common Stock, provisions for the
forfeiture of, or restrictions on resale or other disposition of shares acquired
under, any Award, provisions to comply with Federal or state securities laws and
stock exchange requirements, provisions permitting acceleration of exercise or
the lapse of restrictions in the event of death, disability or retirement,
understandings or conditions as to the Participant153s employment in addition to
those specifically provided for under the Plan, provisions for the forfeiture of
Awards and/or the recoupment of all amounts received in connection with an award
in the event of breach of noncompetition, nonsolicitation, or confidentiality
agreements, restatement of the financial statements of the Corporation or
Subsidiary or Business Unit thereof, misconduct, or the occurrence of risk based
events or conditions identified by the Committee, or such other conduct or
events as the Committee shall specify, during or following termination of
employment, provisions permitting the deferral of the receipt of Awards for such
period and upon such terms and conditions as the Committee shall determine,
provisions giving the Corporation the right to repurchase shares acquired under
any Award in the event the Participant elects to dispose of such shares,
provisions requiring the achievement of specified performance goals, and
provisions permitting acceleration of exercise upon the occurrence of specified
events or otherwise in the discretion of the Committee.

(b)

Notwithstanding anything herein or in any Award Agreement to the contrary,
provisions permitting the deferral of the receipt of Awards must satisfy the
requirements of Code Section 409A and applicable regulations and guidance
promulgated thereunder, including without limitation all deadlines for deferral
elections, so as to avoid the income tax, interest and penalty provisions of
Section 409A.

(c)

An Award that is subject to Code Section 409A shall not be distributable on
account of retirement or termination of employment, unless the individual incurs
a Separation from Service.

(d)

An Award that would otherwise be distributed to a Participant in a given
calendar year may be delayed, in the Committee153s discretion, to the extent that
the Committee reasonably anticipates that if the payment were made as scheduled
the Corporation153s deduction with respect to such payment would not be permitted
due to the application of Code Section 162(m). Awards not paid as a result of
the above limitation shall be paid in the earlier of (i) the Corporation153s first
taxable year in which the Committee reasonably anticipates that if the payment
is made during such year the deduction of such payment will not be barred by
application of Section 162(m), or (ii) the period beginning with the date of the
Participant153s Separation from Service and ending on the later of the last day of
the taxable year of the Corporation in which the Participant incurs a Separation
from Service or the 15^th day of the third month following the
Participant153s Separation from Service.

(e) (i)

Anything in the Plan to the contrary notwithstanding, including without
limitation Section 14(d), and subject to Treasury Regulation 1.409A-3(j)(4), as
applicable, if as of the date a Participant incurs a Separation from Service,
the Participant is a Key Employee, any distribution of an Award that is subject
to the provisions of Code Section 409A to such Participant due to such
Separation from Service that would otherwise be made during the six months
following such Separation from Service shall be made on the date that is six
months and one day following such Separation from Service.

(ii)

“Key Employee” means a Participant who is a “specified employee” within the
meaning of Code Section 409A(a)(2)(B)(i). The Corporation153s Key Employees shall
be identified annually pursuant to Section 14(e)(iii).

(iii)

The Specified Employee Identification Date as defined in Treas. Reg.
§1.409A-1(i)(3), to be used in determining Key Employees of the Corporation
shall be September 30 of any calendar year. The January 1 of the calendar year
next following that calendar year shall be the Specified Employee Effective
Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as
Key Employees on the immediately preceding Specified Employee Identification
Date. Participants identified as Key Employees on a Specified Employee
Identification Date (September 30) shall be treated as Key Employees under the
Plan for the 12-month period beginning on the Specified Employee Effective Date
(January 1) next following such Specified Employee Identification Date.

15.

Taxes. The Corporation shall have the right to deduct from
any payment to be made under the Plan the amount of any taxes required by law to
be withheld from such payment, or to require a Participant to pay to the
Corporation such amount required to be withheld prior to the issuance or
delivery of any shares of Common Stock or the payment of any cash in connection
with any Award under the Plan. The Committee may, in its discretion and subject
to such rules as it may adopt, permit a Participant to elect to satisfy such
withholding obligations through cash payment by the Participant, the surrender
of shares of Common Stock acceptable to the Committee which the Participant
already owns or through the surrender of shares of Common Stock which the
Participant is otherwise entitled to receive under the Plan.

16.

Amendment, Suspension or Termination of Plan. The Board may
at any time amend, suspend or terminate the Plan as it deems advisable and in
the best interests of the Corporation; provided, that no amendment, suspension
or termination shall adversely affect the right of any Participant under any
outstanding Award in any material way without the written consent of the
Participant, unless such amendment, suspension or termination is required by
applicable law. No amendment of the Plan shall be made without stockholder
approval if stockholder approval is required by law, regulation or stock
exchange rule. Anything in this Section 16 or elsewhere in the Plan to the
contrary notwithstanding:

(a)

the Plan may be amended in any manner necessary to ensure that the Plan
complies in all applicable respects with Code Section 409A; and

(b)

the Plan may not be amended in any manner that would cause the Plan to fail
to comply in any applicable respect with Code Section 409A.

17.

No Contract of Employment. Neither the adoption of the Plan
nor the grant of any Award under the Plan shall be deemed to obligate the
Corporation or any Subsidiary to continue the employment of any Participant for
any particular period, nor shall the granting of an Award constitute a request
or consent to postpone the retirement date of any Participant.

18.

Effective Date.

(a)

The Plan was adopted by the Board on February 14, 2012 and became effective
as of April 17, 2012 upon approval by the Corporation153s stockholders at the 2012
annual meeting of stockholders.

(b)

Notwithstanding anything to the contrary contained herein, no Awards shall be
granted under the Plan on or after April 17, 2022.

19.

Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and any Award Agreement, and all
claims or causes of action arising under, relating to, or in connection with,
the Plan or any Award granted under the Plan shall be determined in conformity
with the laws of the State of Delaware, without regard to the conflict of law
provisions of any state.

20.

Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

(a)

“Award” shall mean any award or benefit granted under the Plan, including,
without limitation, Stock Options, Stock Appreciation Rights, Stock Awards,
Stock Units and Performance Shares.

(b)

“Award Agreement” shall mean, as applicable, a Stock Option Agreement, Stock
Appreciation Agreement, Performance Share Agreement, Stock Award Agreement,
Stock Unit Agreement or such other agreement evidencing an Award granted under
the Plan.

(c)

“Board” shall mean the Board of Directors of the Corporation.

(d)

“Change in Control” shall have the meaning set forth in Section 13(b) of the
Plan.

(e)

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.

(f)

“Committee” shall mean the Compensation and Benefits Committee of the Board
or such other committee of the Board as maybe designated by the Board from time
to time to administer the Plan.

(g)

“Common Stock” shall mean the Common Stock of the Corporation.

(h)

“Corporation” shall mean Northern Trust Corporation, a Delaware corporation.

(i)

“Covered Employee” shall mean “covered employee” as that term is defined in
Section 162(m) of the Code or any successor provision.

(j)

“Director” shall mean a director of the Corporation.

(k)

“Effective Date” shall mean April 17, 2012.

(l)

“Employee” shall mean an employee of the Corporation or any Subsidiary.

(m)

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.

(n)

“Fair Market Value” shall mean the fair market value of the Common Stock, as
determined by the Committee.

(o)

“Incentive Stock Option” shall mean an option granted under Section 6 of the
Plan that meets the requirements of Section 422(b) of the Code or any successor
provision.

(p)

“Non-Qualified Stock Option” shall mean an option granted under Section 6 of
the Plan that is not an Incentive Stock Option.

(q)

“Participant” shall mean any Employee or Director selected to receive an
Award.

(r)

“Performance Share” shall mean a Stock Unit or Stock Award that is subject to
the attainment of performance goals described in Section 4(b) in order to
qualify such Award as “performance-based compensation” within the meaning of
Section 162(m) of the Code, as provided in Section 8.

(s)

“Plan” shall mean the Northern Trust Corporation 2012 Stock Plan. The Plan
consists of two plans for purposes of Code Section 409A, one for Awards granted
to individuals in their capacity as Employees and one for Awards granted to
individuals in their capacity as Directors.

(t)

“Replacement Option” shall mean an option granted under Section 6(f) of the
Plan.

(u)

“Separation from Service,” in the case of Awards made to an individual in his
capacity as an Employee, shall mean that a Participant dies, retires or
otherwise has a termination of employment with the Corporation. A termination of
employment will be deemed to occur when the Corporation and the Participant
reasonably anticipate that the level of bona fide services the Participant will
perform for the Corporation (as an Employee or independent contractor, but not
as a director) after a certain date will permanently decrease to less than 50
percent of the average level of bona fide services performed by the Participant
for the Corporation (as an Employee or independent contractor, but not as a
director) in the immediately preceding 36 months (or the full period of the
Participant153s services to the Corporation if the Participant has been providing
services to the Corporation for less than 36 months), determined in accordance
with Treas. Reg. Sec. 1.409A-1(h). The employment relationship will be treated
as continuing intact while the Participant is on a bona fide leave of absence
(determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (i) only if there
is a reasonable expectation that the Participant will return to active
employment status, and (ii) only to the extent that such leave of absence does
not exceed 6 months, or, if longer, for so long as the Participant has a
statutory or contractual right to reemployment. For purposes of this Section
20(t), references to the Corporation shall include the Corporation and any
person with whom the Corporation is considered to be a single employer under

Section 414(b) of the Code and all persons with whom the Corporation would be
considered a single employer under Code Section 414(c) substituting 50% for the
80% standard that would otherwise apply. For purposes of determining whether an
Employee has incurred a Separation from Service under this Plan with respect to
Awards made to him as an Employee, his services as a Director shall be
disregarded. Separation from Service in the case of Awards made to an individual
in his capacity as a Director shall mean the date on which the Director dies or
otherwise terminates his or her membership on the Board. For purposes of
determining whether a Director has incurred a Separation from Service under this
Plan with respect to Awards made to him as a Director, his services as an
Employee shall be disregarded.

(v)

“Stock Appreciation Right” shall mean any right granted under Section 7 of
the Plan.

(w)

“Stock Award” shall mean a grant of shares of Common Stock under Section 9 of
the Plan.

(x)

“Stock Option” shall mean an Incentive Stock Option or a Non-Qualified Stock
Option granted under Section 6 of the Plan.

(y)

“Stock Unit” shall mean a grant of a right to receive shares of Common Stock
or cash under Section 10 of the Plan.

(z)

“Subsidiary” shall mean any entity that is directly or indirectly controlled
by the Corporation or any entity in which the Corporation has a significant
equity or other interest, as determined by the Committee in its discretion.

21.

The Stock Options, Stock Appreciation Rights, Performance Shares and Stock
Awards granted under the Plan are intended to be exempt from, and the Stock
Units granted under the Plan are intended to comply in all applicable respects
with, the requirements of Code Section 409A, and the Plan and applicable Award
Agreements shall be construed and administered so as to cause such Awards to be
exempt from or comply with that Code section, respectively, as applicable. In
addition, Incentive Stock Options granted under the Plan, are intended to comply
in all applicable respects with the requirements of Code Section 422, and the
Plan and Award Agreements shall be construed and administered so as to cause
such Awards to comply with that Code section.

1. Purpose

1.1

This Addendum to the Northern Trust Corporation 2012 Stock Plan (the “2012
Plan”) is for the benefit of employees of the Corporation or a Subsidiary, who
are, or may become, resident in the United Kingdom.

1.2

The terms and conditions of this Addendum are established in order to ensure
Stock Options granted under the 2012 Plan to Eligible Employee who are resident
or may become resident in the United Kingdom, are granted under a share option
plan approved under Schedule 4 of ITEPA (“Schedule 4”), to the extent that such
Stock Options are specified as having been granted pursuant to this Addendum.

1.3

This Addendum should be read in conjunction with the 2012 Plan and is subject
to the terms and conditions of the 2012 Plan except to the extent that the terms
and conditions of the 2012 Plan differ from or conflict with the terms set out
in this Addendum in which event the terms set out in this Addendum shall
prevail.

1.4

This Addendum applies to the grant of Stock Options only and is not intended
to apply to the grant of any other rights to acquire shares that may be granted
under the 2012 Plan.

2. Definitions

2.1

For the purpose of this Addendum, where the context permits, the definition
of words used in this Addendum shall be as stated in the 2012 Plan and in
addition the following terms shall have the meanings listed below:

“Appropriate Period”

the period specified in Paragraph 26(3) of Schedule 4;

“Approved”

the meaning given by section 521(4) of ITEPA;

“Approved CSOP Scheme”

a CSOP scheme (within the meaning given by section 521(4) of ITEPA) which is
Approved;

“Approved Market Value”

in relation to a Share on any day:

(A) i

f and so long as the Shares are listed on the New York Stock Exchange its
Composite Tape closing market quotation (as reported in the Wall Street Journal
midwest edition);

(B) i

f and so long as the Shares are listed on the London Stock Exchange, its
middle market quotation (as derived from the Daily Official List); and

(C)

subject to (A) and (B) above, its market value, determined in accordance with
Part VIII of the United Kingdom Taxation of Chargeable Gains Act 1992 and agreed
in advance for the purposes of this Addendum with HMRC Shares and Assets
Valuation;

“Approved Stock Option”

a Stock Option granted pursuant to this Addendum;

“Associated Company”

the meaning given by Paragraph 35(1) of Schedule 4;

“Control”

the meaning given in section 719 of ITEPA;

“Date of Grant”

the date on which an Approved Stock Option is granted;

“Dealing Day”

any day on which the NASDAQ Stock Exchange is open for the transaction of
business;

“Eligible Employee”

any individual who at the Date of Grant is:

(A) an employee of a Participating Company; or

(B)

a director of a Participating Company who devotes substantially the whole of
his working time to his duties and is required under the terms of his office or
employment with a Participating Company to devote to his duties not less than 25
hours per week (excluding meal breaks); and

(C)

in either case, not precluded by Paragraph 9 of Schedule 4 (the “no material
interest requirement”) from participating in this Addendum;

“Exercise Price”

the price per Share as determined by the Committee at which an Optionee may
acquire Shares on the exercise of an Approved Stock Option;

“HMRC”

Her Majesty153s Revenue and Customs of the United Kingdom;

“ITEPA”

the United Kingdom Income Tax (Earnings and Pensions) Act 2003;

“Key Feature”

the meaning given by Paragraph 35(1) of Schedule 4;

“Optionee”

An Eligible Employee to whom an Approved Stock Option has been granted (or
where the context requires his personal representatives);

“Optionee153s Employer”

in relation to an Optionee, the Subsidiary that is the Optionee153s employer,
or any other person that is obliged to account for any Option Tax Liability;

“Option Tax Liability”

in relation to an Optionee, any liability of the Optionee153s Employer to
account to HMRC or any other tax authority for any amount of, or representing,
income tax or employee153s national insurance contributions or any equivalent
charge in the nature of tax or social security contributions (whether under the
laws of the UK or of any other jurisdiction) which may arise upon the exercise
of, or the acquisition of Shares pursuant to, an Approved Stock Option;

“Participating Company”

(A) the Corporation; and

(B)

any other company of which the Corporation has Control and which is a
Subsidiary of the Corporation and which the Committee shall select to
participate for the time being in this Addendum. For the avoidance of doubt any
company of which the Corporation does not have Control cannot be nominated as a
Participating Company; and

“Shares”

Common Stock, with a par value of $1.66 ²/3 per share, of the
Corporation which satisfies Paragraphs 16 to 20 inclusive of Schedule 4.

2.2

Reference in this Addendum to any statutory provisions are to those
provisions as amended, extended or re-enacted from time to time, and shall
include any regulations made thereunder. The United Kingdom Interpretation Act
1978 shall apply to this Addendum mutatis mutandis as if it was an Act of
Parliament.

3. Eligibility

4. Grant

of Options

4.1

The Exercise Price must be stated at the time the Approved Stock Option is
granted. Without prejudice to the provisions of Section 6(b) of the 2012 Plan,
the Exercise Price must not be less than the Approved Market Value on the
relevant Date of Grant.

4.2

If the Committee, under the powers conferred by Section 6(a) or any other
provision of the 2012 Plan, determines the terms and conditions of any Approved
Stock Option, such terms and conditions shall:

4.2.1

be objective, specified at the Date of Grant and set out in full in, or
details given with, the written Stock Option Agreement; and

4.2.2

be such that rights to exercise such Approved Stock Options after the
fulfillment or attainment of any terms and conditions so specified shall not be
dependant upon the further discretion of any person; and

4.2.3

not be capable of amendment, variation or waiver unless events occur which
cause the Committee to reasonably consider a waived, varied or amended term and
condition a fairer measure of performance and would be no more difficult to
satisfy.

4.3

No Approved Stock Option shall be granted to an Eligible Employee at any time
if it would result in:

(i)

the aggregate Approved Market Value of the Shares (determined when the rights
were obtained) which he may acquire in pursuance of Approved Stock Options; and

(ii)

the aggregate market value of shares (determined when the rights were
obtained) which the Eligible Employee could acquire by the exercise of an option
(which has neither lapsed nor been exercised) under any other Approved CSOP
Scheme and in each case established by the Corporation, or any Associated
Company;

4.4

The conversion rate to be used to determine the pound sterling equivalent of
the US dollar price of the Shares will be the mid-market spot closing exchange
rate as quoted in the Financial Times (or such other journal as the Committee
may determine and agree in advance with HMRC Shares and Assets Valuation)
published on the Date of Grant of the Approved Stock Option (or, if not a
Dealing Day, the last preceding Dealing Day). The price will be such that the
Approved status of this Addendum is retained.

4.5

If the Committee attempts to grant an Approved Stock Option which is
inconsistent with paragraph 4.3, the Approved Stock Option will be limited and
take effect on a basis consistent with the provisions of paragraph 4.3 of this
Addendum. The Committee may call in the Stock Option Agreement for endorsement,
replacement or cancellation (as appropriate), subject to the provisions of
Section 5(f) of the 2012 Plan.

4.6

This Addendum shall not become effective and no Approved Stock Options shall
be granted under it until it has been Approved.

4.7

Each Approved Stock Option shall be designated as such in the written and
signed Stock Option Agreement which shall be issued to an Optionee as soon as
practicable following the Date of Grant.

4.8

The dates on which an Approved Stock Option shall become exercisable shall be
clearly stated in the Stock Option Agreement at the Date of Grant. The Committee
shall have no discretion to shorten or lengthen the exercise schedule with
respect to any or all Approved Stock Options except to the extent provided in
the relevant Stock Option Agreements.

5. Exercise

of Options

5.1

An Optionee may not exercise an Approved Stock Option if he is ineligible to
participate in this Addendum by virtue of Paragraph 9 of Schedule 4 (the “no
material interest” requirement).

5.2

An Approved Stock Option shall be exercised by the Optionee giving notice to
the Corporation in writing on a form approved by the Corporation of the number
of Shares in respect of which he wishes to exercise the Approved Stock Option
accompanied by payment of the Exercise Price in respect of such Shares and shall
be effective on the date of its receipt by the Corporation.

5.3

The Exercise Price payable upon exercise of an Approved Stock Option shall
comprise entirely of cash, cheque or other form of cash transfer. Section 6(e)
of the 2012 Plan shall be construed accordingly.

5.4

The Corporation shall use its best endeavours to ensure that the certificate
of Shares covered by the exercise of an Approved Stock Option is delivered to
the Optionee, or as the case may be, his personal representative, within 30 days
of the date of exercise.

5.5

Shares issued pursuant to the exercise of an Approved Stock Option shall rank
pari passu with Shares then in issue, except that they shall not rank for any
right attaching to Shares by reference to a record date preceding the date of
exercise.

5.6

No Stock Options may be exercised later than the tenth anniversary of the
Date of Grant.

6. Variation

of Share Capital

7. Change

of Control

7.1

Upon a Change in Control (as defined in the 2012 Plan), unless otherwise
determined by the Committee at the Date of Grant and specified in a Stock Option
Agreement, all outstanding Approved Stock Options shall become fully exercisable
and all restrictions thereon shall terminate in order that Optionees may fully
realise the benefits thereunder within such period as may be specified by the
Committee, but which shall not exceed six months, from the Change in Control. To
the extent that an Approved Stock Option is not so exercised, it will lapse.
Section 13(a) shall be construed accordingly.

7.2

Notwithstanding Rule 7.1, if another company (the “Successor Company”):

7.2.1

obtains Control of the Corporation as a result of making a general offer to
acquire the whole of the issued ordinary share capital of the Corporation (which
is made on the condition such that if it is satisfied the Successor Company will
have control of the Corporation); or

7.2.2

obtains Control of the Corporation as a result of making a general offer to
acquire all the Shares in the Corporation which are of the same class as the
Shares which may be acquired by the exercise of Approved Stock Options (ignoring
any Shares which are already owned by it or a member of the same group of
companies); or

7.2.3

obtains Control of the Corporation in pursuance of a compromise or
arrangement sanctioned by the Court under section 899 of the United Kingdom
Companies Act 2006 (“the 2006 Act”) or any local equivalent (that is agreed by
HMRC to be closely comparable to the UK legislation) of the same; or

7.2.4

becomes bound or entitled to acquire Shares in the Corporation under sections
979 to 982 of the 2006 Act or the local equivalent (that is agreed by HMRC to be
closely comparable to the UK legislation) of the same,

7.3

For the purposes of any application of the provisions of this Addendum, where
any holder of an Approved Stock Option has released an Old Option, any New
Option granted shall be regarded as having been granted at the same time as the
Old Option. With effect from the date of release, the New Option shall be
subject to the same provisions of this Addendum as applied to the Old Option
except that the following terms have the meaning assigned to them in this
paragraph and not the meanings elsewhere in the 2012 Plan or in this Addendum:-

8. Transferability

9. Termination

of Employment

9.1

If an Optionee dies, unless otherwise specified in the Stock Option Agreement
his Approved Stock Option shall terminate within a period not exceeding one year
following his death, but not later than the date the Stock Option expires
pursuant to its terms. Section 12 of the 2012 Plan shall be construed
accordingly.

9.2

If an Optionee153s employment terminates for any reason, his Approved Stock
Option shall only be capable of exercise in accordance with any provisions
specified in the Stock Option Agreement.

10. Taxation

10.1

The Optionee shall indemnify the Corporation and the Optionee153s Employer
against any liability of any such person to account for any Option Tax Liability
in relation to anything done in relation to an Approved Stock Option.

10.2

If in any jurisdiction an Option Tax Liability arises, then, unless either:

10.2.1

within the period of 30 days beginning with the date on which the Approved
Stock Option is exercised, the Optionee153s Employer is able to withhold the
amount of that liability from payment of the Optionee153s remuneration; or

10.2.2

the Optionee has indicated (either in the notice of exercise or in such other
manner as the Committee may specify) that he or she will make a payment to the
Corporation of an amount equal to the Option Tax Liability and the Optionee
does, within 14 days of being notified by the Corporation of the amount of the
Option Tax Liability, make that payment to the Corporation; or

10.2.3

the Optionee has authorized, (in the notice of exercise or in such other
manner as the Committee may specify) the Corporation, to the extent necessary to
reimburse the Optionee153s Employer, to sell as agent for the Optionee (at the
best price which may reasonably be obtained at the time of sale) a sufficient
number of the Shares acquired pursuant to that Approved Stock Option, and to
procure the payment to the Optionee153s Employer out of the net proceeds of sale
of those Shares (after deduction of all fees, commissions and expenses incurred
in relation to that sale) of monies sufficient to satisfy the indemnity
mentioned in paragraph 10.1,

11. Other

Amendments to the 2012 Plan

11.1

All references to Stock Appreciation Rights, Performance Shares, Stock Awards
and Stock Units shall not apply (save to the extent that those terms are used in
Section 5).

11.2

Section 6(d) shall be deleted.

11.3

Section 6(f) shall be deleted.

11.4

Section 11 shall only apply to this Addendum to the extent that any
provisions made for Optionees do not prejudice its Approved status and the
Corporation will inform HMRC if any provisions are made that so prejudice the
status of the Addendum.

11.5

Section 14(a) shall only apply to this Addendum to the extent that any
provisions so determined by the Committee do not prejudice its Approved status.

11.6

Section 14(d) shall be deleted.

11.7

Section 15 shall be deleted.

12. Amendment

of the Addendum or Plan

12.1

Subject to paragraph 12.2, the terms of this Addendum may be amended in
accordance with the provisions of Section 16 of the 2012 Plan.

12.2

At any time after this Addendum is Approved, no amendment to a Key Feature of
this Addendum, nor any amendment to any provision of the 2012 Plan or associated
documentation (including the Stock Option Agreements used for the grant of
Approved Stock Options) which is a Key Feature of the Approved CSOP Scheme
constituted by this Addendum, shall take effect with respect to Approved Stock
Options except to the extent that that amendment has been approved by an officer
of HMRC (so long as the Addendum is to continue to be Approved). Section 16 of
the 2012 Plan shall be construed accordingly.