Stock Unit Award Agreement – Nonemployee Directors – Northern Trust Corp.

1.

Grant. Northern hereby grants to the Participant an
award of Stock Units equal in value to [$90,000,] as determined
by the closing sale price of Northern153s Common Stock (as defined below) on the
date of the 20 annual meeting of stockholders, subject to the terms and
conditions of the Plan and this Agreement. A Stock Unit is the right, subject to
the terms and conditions of the Plan and this Agreement, to receive a
distribution of a share of common stock (“Common Stock”), pursuant to Paragraph
6 of this Agreement.

2.

Stock Unit Account. Northern shall maintain an
account (“Stock Unit Account”) on its books in the name of the Participant which
shall reflect the number of Stock Units awarded to the Participant that the
Participant is eligible to receive in distribution pursuant to Paragraph 6 of
this Agreement.

3.

Dividend Equivalents. Except as provided below in
Paragraph 7 of this Agreement, upon the payment of any dividend on Common Stock
occurring during the period preceding the distribution of the Participant153s
Stock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall
credit to a cash account maintained by Northern on its books in the name of the
Participant with respect to the Stock Units (“Dividend Equivalent Account”) an
amount equal in value to the dividends that the Participant would have received
had the Participant been the actual owner on the record date of the number of
shares of Common Stock represented by the Stock Units in the Participant153s Stock
Unit Account on that date (“Dividend Equivalents”). No interest or earnings
shall be credited to the Dividend Equivalent Account. Such Dividend Equivalents
shall be subject to the same forfeiture, vesting, and distribution provisions of
this Agreement applicable to the Stock Units to which such Dividend Equivalents
relate.

4.

Forfeiture. If the Participant incurs a Separation
from Service, as defined in Paragraph 7(c) below prior to the vesting date set
forth in Paragraph 5 of this Agreement, the Participant153s Stock Units shall be
forfeited and revert to Northern, and Northern shall have no obligation after
such date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement.
Northern shall have no further obligation to the Participant under this
Agreement with respect to such Stock Units.

5.

Vesting. The Participant shall become 100% vested in
his Stock Units upon the date (the “vesting date”) that is the earliest to occur
of (a) the date of the Corporation153s 20 Annual Meeting of Stockholders (the
“regular vesting date”), (b) the date of the Participant153s death, or (c) the
date of a Change in Control, provided that the Participant has not incurred a
Separation from Service prior to the earliest of the foregoing three events.

6.

Distribution. Except as provided below in Paragraph 7
of this Agreement,

(a)

Subject to Paragraph 6(b), if the Participant has become 100% vested in his
Stock Units upon the regular vesting date, the Stock Units shall be distributed
upon such regular vesting date, provided that the distribution shall be treated
as made on such date if made within the period described in Treasury Regulation
Section 1.409A-3(d), including without limitation the requirement that the
Participant shall in no event have the right directly or indirectly to designate
the taxable year of payment. Stock Units shall be distributed only in shares of
Common Stock so that, pursuant to Paragraph 1 of this Agreement and this
Paragraph 6, a Participant shall be entitled to receive one share of Common
Stock for each Stock Unit in the Participant153s Stock Unit Account.

(b)

If a Participant153s service on the Board of Directors of Northern shall
terminate by reason of death prior to the regular vesting date, all cash (as
provided in Paragraph 7) or Common Stock then distributable hereunder with
respect to the Participant shall be distributed to such individual, trustee,
trust or other entity (“Beneficiary”) as the Participant shall have designated
by an instrument in writing last filed with Northern prior to death, or in the
absence of a designation, to the following persons in the order indicated below:

The Participant153s spouse; if none, then,

The Participant153s children (in equal amounts); if none, then,

The Participant153s parents (in equal amounts); if none, then,

The Participant153s brothers and sisters (in equal amounts); if none, then,

The Participant153s estate.

(c)

If the Participant dies on or after the regular vesting date, but prior to
the distribution of all amounts to which the Participant is entitled hereunder,
all cash or Common Stock then distributable hereunder with respect to the
Participant shall be distributed to the Beneficiary designated by the
Participant, or, if none, to the persons identified in clause (b) of this
Paragraph 6, within the period described in clause (a) of this Paragraph 6,
except as otherwise provided in Paragraph 7(c).

(d)

In the case of Stock Units that become vested as a result of a Change in
Control, the Participant shall not be entitled to a distribution of such Stock
Units upon such Change in Control. Instead, any Stock Units that become vested
as a result of a Change in Control shall be distributed only upon the date, or
the occurrence of the event upon which, distribution would have been made in the
absence of such Change in Control. For purposes of this Paragraph 6(d) the
Annual Meeting in 20 shall be deemed to occur upon the third Tuesday in April in
that year.

7.

Voluntary Deferral.

(a)

Subject to applicable law, receipt of the payment of all or any portion of
the Stock Units shall be deferred until the date on which the Participant incurs
a Separation from Service, as defined in clause (c) below, if the Participant
has filed a deferral election, subject to and in accordance with the provisions
of Paragraph 7(b), no later than the deadline described in Paragraph 7(b). Any
such election shall likewise apply to the Dividend Equivalents payable with
respect to such deferred Stock Units. Deferred Dividend Equivalents shall be
credited to a cash account with respect to the Stock Units (“Cash Account”)
maintained by Northern on its books in the name of the Participant. Until the
entire balance of a Cash Account has been paid to the Participant or to the
Participant153s Beneficiaries (as defined in Paragraph 6), such balance shall be
adjusted on the last day of each calendar quarter to reflect accrued interest on
such balance based on the rate of interest determined from time to time by the
Committee.

(b)

A Participant153s election to defer receipt of the payment of all or any
portion of the Stock Units granted hereunder and related Dividend Equivalents to
the date of his or her Separation from Service, as defined in clause (c) below,
shall be effective if it was made on a deferral election form provided by the
Committee and completed and delivered to the Committee no later than the last
day of the calendar year preceding the calendar year in which the grant
hereunder is made. Such election, if made, became irrevocable upon December 31
of the calendar year completed and delivered to the Committee. Such election
shall remain in effect for grants of Stock Units in subsequent calendar years
and becomes irrevocable as of each December 31 with respect to Stock Units
granted for services performed in the immediately following calendar year, until
modified or revoked by the Participant by the completion and delivery to the
Committee of a form provided by the Committee for such purpose, setting out such
modification or revocation; any such modification or revocation shall be
effective only for Stock Units granted to the Participant for services performed
in calendar years beginning after the calendar year in which such modification
or revocation is completed and delivered to the Committee and shall have no
effect on the Stock Units granted hereunder.

(c)

The entire balance of deferred Stock Units in the Stock Unit Account and
deferred Dividend Equivalents in the Cash Account shall be paid to the
Participant or to the Beneficiaries of the Participant (i) in a single lump sum
on the 10th business day following the date the Participant incurs a Separation
from Service, as defined below, or (ii) in up to 10 annual installments
beginning on the 10th business day following the date the Participant incurs a
Separation from Service, as defined below, as irrevocably designated by the
Participant in the applicable form described in clause (b) above. In the absence
of a designation, the entire balance of deferred Stock Units in the Stock Unit
Account and deferred Dividend Equivalents in the Cash Account shall be paid in a
single lump sum on the 10^th business day following the date the
Participant incurs a Separation from Service, as defined below. For purposes of
this Agreement, the term “Separation from Service” shall mean the date on which
the Participant dies or otherwise terminates his or her membership on the Board
of Directors of Northern.

(d)

Deferred Stock Units in the Stock Unit Account shall be distributed only in
shares of Common Stock. In the event of a single lump sum distribution in Common
Stock, a certificate (or a non-certificated book entry) representing the number
of full shares of Common Stock equal to the number of such Stock Units in the
Stock Unit Account, registered in the name of the Participant or the
Beneficiaries of the Participant, shall be distributed to the Participant or the
Beneficiaries of the Participant, on the distribution date described in
Paragraph 7(c) above. In the event of a distribution in Common Stock in up to 10
annual installments, a certificate (or a non-certificated book entry)
representing the number of full shares of Common Stock equal to a fraction (the
numerator of which shall be the number of Stock Units in the Stock Unit Account,
and the denominator of which shall be the number of annual installments
designated by the Participant), registered in the name of the Participant or the
Beneficiaries of the Participant, shall be distributed to the Participant or the
Beneficiaries of the Participant, on the distribution date described in
Paragraph 7(c) above in each year of the installment period, provided that the
number of shares in each of the installments shall be rounded to the nearest
whole number of shares.

(e)

Deferred Dividend Equivalents in the Participant153s Cash Account shall be
distributed in cash. In the event of a single lump sum distribution in cash, the
entire balance of the Participant153s Cash Account shall be distributed to the
Participant or the Beneficiaries of the Participant on the distribution date
described in Paragraph 7(c) above. In the event of a distribution in cash in up
to 10 annual installments, the balance of the Cash Account shall continue to
accrue interest and shall be distributed to the Participant or the Beneficiaries
of the Participant on the distribution date described in Paragraph 7(c) above in
each year of the installment period in an amount equal to the then current
balance in the Cash Account multiplied by a fraction, the numerator of which
shall be one, and the denominator of which shall be the number of years
remaining in the installment period.

8.

Delivery of Shares. Northern may delay the issuance
or delivery of shares of Common Stock if Northern reasonably anticipates that
such issuance or delivery will violate federal securities laws or other
applicable law, provided that the issuance or delivery is made at the earliest
date at which Northern reasonably anticipates that such issuance or delivery
will not cause such violation.

9.

Adjustment. The Stock Units provided herein are
subject to adjustment in accordance with the provisions of Section 11 of the
Plan.

10.

No Obligation to Reelect. Nothing in the Plan or this
Agreement shall be deemed to create an obligation on the part of the Board of
Directors to nominate the Participant for reelection by Northern153s stockholders
or to fill any vacancy upon action of the Board of Directors.

11.

Nontransferability. No interest hereunder of the
Participant or any Beneficiary shall be assignable or transferable by voluntary
or involuntary act or by operation of law other than by testamentary bequest or
devise or the laws of descent or distribution, all rights hereunder shall be
wholly unalienable and beyond the power of any person to anticipate or in any
way create a lien or encumbrance thereon; and distribution shall be made only to
(i) the Participant, (ii) the Participant153s personal representative in the event
of the Participant153s adjudicated disability, or (iii) the Participant153s
Beneficiaries in the event of the Participant153s death, upon his, her or their
own personal receipts or endorsements. Any effort to exercise the powers herein
denied shall be wholly ineffective and shall be grounds for termination by the
Committee of all rights hereunder.

12.

Withholding. In the event that federal, state or
local taxes must be withheld from any distribution hereunder, (a) the
Corporation shall deduct from any such distribution in cash the amount of such
required withholding and, (b) with respect to distributions in shares of Common
Stock, subject to such rules and limitations as may be established by the
Committee from time to time, withholding obligations, if any, shall be satisfied
from one of the following elected by the Participant: (i) by cash payment by the
Participant; (ii) through the surrender of shares of Common Stock already owned
by the Participant that are acceptable to the Committee; or (iii) through the
surrender of shares of Common Stock to which the Participant is otherwise
entitled under the Plan, provided, however, that such shares under this clause
(iii) may be used to satisfy not more than the Corporation153s minimum statutory
withholding obligation, if any (based on minimum statutory withholding rates for
Federal and state tax purposes, including payroll taxes, that are applicable to
such taxable income).

13.

Administration. The Plan is administered by the
Committee. The rights of the Participant hereunder are expressly subject to the
terms and conditions of the Plan (including continued shareholder approval of
the Plan), together with such guidelines as have been or may be adopted from
time to time by the Committee. The Participant hereby acknowledges receipt of a
copy of the Plan.

14.

No Rights as Shareholder. Except as provided herein,
the Participant will have no rights as a shareholder with respect to the Stock
Units.

15.

Interpretation. Any interpretation by the Committee
of the terms and conditions of the Plan, this Agreement or any guidelines shall
be final. This Agreement shall be construed under the laws of the State of
Delaware without regard to the conflict of law provisions of any state.
Capitalized terms not defined in this Agreement shall have the meanings assigned
to them in the Plan.

16.

Sole Agreement. This Agreement, together with the
Plan, is the entire Agreement between the parties hereto, all prior oral and
written representations being merged herein. No amendment or modification of the
terms of this Agreement shall be binding on either party unless reduced to
writing and signed by the party to be bound. This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the parties hereto and
their respective successors.

Northern Trust Corporation

By:

Participant