{"id":40640,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-unit-award-agreement-nonemployee-directors-northern.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-unit-award-agreement-nonemployee-directors-northern","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-unit-award-agreement-nonemployee-directors-northern.html","title":{"rendered":"Stock Unit Award Agreement – Nonemployee Directors – Northern Trust Corp."},"content":{"rendered":"

FORM OF DIRECTOR STOCK UNIT AGREEMENT <\/strong><\/p>\n

UNDER THE NORTHERN TRUST CORPORATION 2012 STOCK PLAN
\n<\/strong><\/p>\n

This Agreement is entered into as of the day of , 20 , between Northern Trust
\nCorporation (“Northern”) and (“Participant”).<\/p>\n

The Northern Trust Corporation 2012 Stock Plan (“Plan”) provides in Section
\n10 of the Plan for the awarding of stock units (“Stock Units”) to participants,
\nwho may include directors of Northern who are not employees of the Corporation
\nor its Subsidiaries (collectively, the “Corporation”), as approved by the
\nCompensation and Benefits Committee (“Committee”) of the Board of Directors of
\nNorthern. Capitalized terms not defined in this Agreement shall have the
\nmeanings assigned to them in the Plan.<\/p>\n

In the exercise of its discretion under the Plan, the Committee has
\ndetermined that the Participant should participate in the Plan and receive an
\naward of Stock Units under Section 10 of the Plan, and, accordingly, Northern
\nand the Participant hereby agree as follows:<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Grant<\/u><\/strong>. Northern hereby grants to the Participant an
\naward of Stock Units equal in value to [$90,000,]<\/strong> as determined
\nby the closing sale price of Northern153s Common Stock (as defined below) on the
\ndate of the 20 annual meeting of stockholders, subject to the terms and
\nconditions of the Plan and this Agreement. A Stock Unit is the right, subject to
\nthe terms and conditions of the Plan and this Agreement, to receive a
\ndistribution of a share of common stock (“Common Stock”), pursuant to Paragraph
\n6 of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Stock Unit Account<\/u><\/strong>. Northern shall maintain an
\naccount (“Stock Unit Account”) on its books in the name of the Participant which
\nshall reflect the number of Stock Units awarded to the Participant that the
\nParticipant is eligible to receive in distribution pursuant to Paragraph 6 of
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Dividend Equivalents<\/u><\/strong>. Except as provided below in
\nParagraph 7 of this Agreement, upon the payment of any dividend on Common Stock
\noccurring during the period preceding the distribution of the Participant153s
\nStock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall
\ncredit to a cash account maintained by Northern on its books in the name of the
\nParticipant with respect to the Stock Units (“Dividend Equivalent Account”) an
\namount equal in value to the dividends that the Participant would have received
\nhad the Participant been the actual owner on the record date of the number of
\nshares of Common Stock represented by the Stock Units in the Participant153s Stock
\nUnit Account on that date (“Dividend Equivalents”). No interest or earnings
\nshall be credited to the Dividend Equivalent Account. Such Dividend Equivalents
\nshall be subject to the same forfeiture, vesting, and distribution provisions of
\nthis Agreement applicable to the Stock Units to which such Dividend Equivalents
\nrelate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Forfeiture<\/u><\/strong>. If the Participant incurs a Separation
\nfrom Service, as defined in Paragraph 7(c) below prior to the vesting date set
\nforth in Paragraph 5 of this Agreement, the Participant153s Stock Units shall be
\nforfeited and revert to Northern, and Northern shall have no obligation after
\nsuch date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement.
\nNorthern shall have no further obligation to the Participant under this
\nAgreement with respect to such Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Vesting<\/u><\/strong>. The Participant shall become 100% vested in
\nhis Stock Units upon the date (the “vesting date”) that is the earliest to occur
\nof (a) the date of the Corporation153s 20 Annual Meeting of Stockholders (the
\n“regular vesting date”), (b) the date of the Participant153s death, or (c) the
\ndate of a Change in Control, provided that the Participant has not incurred a
\nSeparation from Service prior to the earliest of the foregoing three events.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Distribution<\/u><\/strong>. Except as provided below in Paragraph 7
\nof this Agreement,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

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

(b)<\/p>\n<\/td>\n

\n

If a Participant153s service on the Board of Directors of Northern shall
\nterminate by reason of death prior to the regular vesting date, all cash (as
\nprovided in Paragraph 7) or Common Stock then distributable hereunder with
\nrespect to the Participant shall be distributed to such individual, trustee,
\ntrust or other entity (“Beneficiary”) as the Participant shall have designated
\nby an instrument in writing last filed with Northern prior to death, or in the
\nabsence of a designation, to the following persons in the order indicated below:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s spouse; if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s children (in equal amounts); if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s parents (in equal amounts); if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s brothers and sisters (in equal amounts); if none, then,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as otherwise provided in Paragraph 7(c), such distribution shall be
\nmade on the date of death, provided that the distribution shall be treated as
\nmade on such date if made within the period described in Treasury Regulation
\nSection 1.409A-3(d), including without limitation the requirement that neither
\nthe Participant (nor the Beneficiary) shall have the right directly or
\nindirectly to designate the taxable year of payment.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If the Participant dies on or after the regular vesting date, but prior to
\nthe distribution of all amounts to which the Participant is entitled hereunder,
\nall cash or Common Stock then distributable hereunder with respect to the
\nParticipant shall be distributed to the Beneficiary designated by the
\nParticipant, or, if none, to the persons identified in clause (b) of this
\nParagraph 6, within the period described in clause (a) of this Paragraph 6,
\nexcept as otherwise provided in Paragraph 7(c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In the case of Stock Units that become vested as a result of a Change in
\nControl, the Participant shall not be entitled to a distribution of such Stock
\nUnits upon such Change in Control. Instead, any Stock Units that become vested
\nas a result of a Change in Control shall be distributed only upon the date, or
\nthe occurrence of the event upon which, distribution would have been made in the
\nabsence of such Change in Control. For purposes of this Paragraph 6(d) the
\nAnnual Meeting in 20 shall be deemed to occur upon the third Tuesday in April in
\nthat year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

Voluntary Deferral<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Subject to applicable law, receipt of the payment of all or any portion of
\nthe Stock Units shall be deferred until the date on which the Participant incurs
\na Separation from Service, as defined in clause (c) below, if the Participant
\nhas filed a deferral election, subject to and in accordance with the provisions
\nof Paragraph 7(b), no later than the deadline described in Paragraph 7(b). Any
\nsuch election shall likewise apply to the Dividend Equivalents payable with
\nrespect to such deferred Stock Units. Deferred Dividend Equivalents shall be
\ncredited to a cash account with respect to the Stock Units (“Cash Account”)
\nmaintained by Northern on its books in the name of the Participant. Until the
\nentire balance of a Cash Account has been paid to the Participant or to the
\nParticipant153s Beneficiaries (as defined in Paragraph 6), such balance shall be
\nadjusted on the last day of each calendar quarter to reflect accrued interest on
\nsuch balance based on the rate of interest determined from time to time by the
\nCommittee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Participant153s election to defer receipt of the payment of all or any
\nportion of the Stock Units granted hereunder and related Dividend Equivalents to
\nthe date of his or her Separation from Service, as defined in clause (c) below,
\nshall be effective if it was made on a deferral election form provided by the
\nCommittee and completed and delivered to the Committee no later than the last
\nday of the calendar year preceding the calendar year in which the grant
\nhereunder is made. Such election, if made, became irrevocable upon December 31
\nof the calendar year completed and delivered to the Committee. Such election
\nshall remain in effect for grants of Stock Units in subsequent calendar years
\nand becomes irrevocable as of each December 31 with respect to Stock Units
\ngranted for services performed in the immediately following calendar year, until
\nmodified or revoked by the Participant by the completion and delivery to the
\nCommittee of a form provided by the Committee for such purpose, setting out such
\nmodification or revocation; any such modification or revocation shall be
\neffective only for Stock Units granted to the Participant for services performed
\nin calendar years beginning after the calendar year in which such modification
\nor revocation is completed and delivered to the Committee and shall have no
\neffect on the Stock Units granted hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The entire balance of deferred Stock Units in the Stock Unit Account and
\ndeferred Dividend Equivalents in the Cash Account shall be paid to the
\nParticipant or to the Beneficiaries of the Participant (i) in a single lump sum
\non the 10th business day following the date the Participant incurs a Separation
\nfrom Service, as defined below, or (ii) in up to 10 annual installments
\nbeginning on the 10th business day following the date the Participant incurs a
\nSeparation from Service, as defined below, as irrevocably designated by the
\nParticipant in the applicable form described in clause (b) above. In the absence
\nof a designation, the entire balance of deferred Stock Units in the Stock Unit
\nAccount and deferred Dividend Equivalents in the Cash Account shall be paid in a
\nsingle lump sum on the 10th<\/sup> business day following the date the
\nParticipant incurs a Separation from Service, as defined below. For purposes of
\nthis Agreement, the term “Separation from Service” shall mean the date on which
\nthe Participant dies or otherwise terminates his or her membership on the Board
\nof Directors of Northern.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Deferred Stock Units in the Stock Unit Account shall be distributed only in
\nshares of Common Stock. In the event of a single lump sum distribution in Common
\nStock, a certificate (or a non-certificated book entry) representing the number
\nof full shares of Common Stock equal to the number of such Stock Units in the
\nStock Unit Account, registered in the name of the Participant or the
\nBeneficiaries of the Participant, shall be distributed to the Participant or the
\nBeneficiaries of the Participant, on the distribution date described in
\nParagraph 7(c) above. In the event of a distribution in Common Stock in up to 10
\nannual installments, a certificate (or a non-certificated book entry)
\nrepresenting the number of full shares of Common Stock equal to a fraction (the
\nnumerator of which shall be the number of Stock Units in the Stock Unit Account,
\nand the denominator of which shall be the number of annual installments
\ndesignated by the Participant), registered in the name of the Participant or the
\nBeneficiaries of the Participant, shall be distributed to the Participant or the
\nBeneficiaries of the Participant, on the distribution date described in
\nParagraph 7(c) above in each year of the installment period, provided that the
\nnumber of shares in each of the installments shall be rounded to the nearest
\nwhole number of shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Deferred Dividend Equivalents in the Participant153s Cash Account shall be
\ndistributed in cash. In the event of a single lump sum distribution in cash, the
\nentire balance of the Participant153s Cash Account shall be distributed to the
\nParticipant or the Beneficiaries of the Participant on the distribution date
\ndescribed in Paragraph 7(c) above. In the event of a distribution in cash in up
\nto 10 annual installments, the balance of the Cash Account shall continue to
\naccrue interest and shall be distributed to the Participant or the Beneficiaries
\nof the Participant on the distribution date described in Paragraph 7(c) above in
\neach year of the installment period in an amount equal to the then current
\nbalance in the Cash Account multiplied by a fraction, the numerator of which
\nshall be one, and the denominator of which shall be the number of years
\nremaining in the installment period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

Delivery of Shares<\/u><\/strong>. Northern may delay the issuance
\nor delivery of shares of Common Stock if Northern reasonably anticipates that
\nsuch issuance or delivery will violate federal securities laws or other
\napplicable law, provided that the issuance or delivery is made at the earliest
\ndate at which Northern reasonably anticipates that such issuance or delivery
\nwill not cause such violation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

Adjustment<\/u><\/strong>. The Stock Units provided herein are
\nsubject to adjustment in accordance with the provisions of Section 11 of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

No Obligation to Reelect<\/u><\/strong>. Nothing in the Plan or this
\nAgreement shall be deemed to create an obligation on the part of the Board of
\nDirectors to nominate the Participant for reelection by Northern153s stockholders
\nor to fill any vacancy upon action of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

Nontransferability<\/u><\/strong>. No interest hereunder of the
\nParticipant or any Beneficiary shall be assignable or transferable by voluntary
\nor involuntary act or by operation of law other than by testamentary bequest or
\ndevise or the laws of descent or distribution, all rights hereunder shall be
\nwholly unalienable and beyond the power of any person to anticipate or in any
\nway create a lien or encumbrance thereon; and distribution shall be made only to
\n(i) the Participant, (ii) the Participant153s personal representative in the event
\nof the Participant153s adjudicated disability, or (iii) the Participant153s
\nBeneficiaries in the event of the Participant153s death, upon his, her or their
\nown personal receipts or endorsements. Any effort to exercise the powers herein
\ndenied shall be wholly ineffective and shall be grounds for termination by the
\nCommittee of all rights hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/strong><\/p>\n<\/td>\n

\n

Withholding<\/u><\/strong>. In the event that federal, state or
\nlocal taxes must be withheld from any distribution hereunder, (a) the
\nCorporation shall deduct from any such distribution in cash the amount of such
\nrequired withholding and, (b) with respect to distributions in shares of Common
\nStock, subject to such rules and limitations as may be established by the
\nCommittee from time to time, withholding obligations, if any, shall be satisfied
\nfrom one of the following elected by the Participant: (i) by cash payment by the
\nParticipant; (ii) through the surrender of shares of Common Stock already owned
\nby the Participant that are acceptable to the Committee; or (iii) through the
\nsurrender of shares of Common Stock to which the Participant is otherwise
\nentitled under the Plan, provided, however, that such shares under this clause
\n(iii) may be used to satisfy not more than the Corporation153s minimum statutory
\nwithholding obligation, if any (based on minimum statutory withholding rates for
\nFederal and state tax purposes, including payroll taxes, that are applicable to
\nsuch taxable income).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/strong><\/p>\n<\/td>\n

\n

Administration<\/u><\/strong>. The Plan is administered by the
\nCommittee. The rights of the Participant hereunder are expressly subject to the
\nterms and conditions of the Plan (including continued shareholder approval of
\nthe Plan), together with such guidelines as have been or may be adopted from
\ntime to time by the Committee. The Participant hereby acknowledges receipt of a
\ncopy of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

14.<\/strong><\/p>\n<\/td>\n

\n

No Rights as Shareholder<\/u><\/strong>. Except as provided herein,
\nthe Participant will have no rights as a shareholder with respect to the Stock
\nUnits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
\n

15.<\/strong><\/p>\n<\/td>\n

\n

Interpretation<\/u><\/strong>. Any interpretation by the Committee
\nof the terms and conditions of the Plan, this Agreement or any guidelines shall
\nbe final. This Agreement shall be construed under the laws of the State of
\nDelaware without regard to the conflict of law provisions of any state.
\nCapitalized terms not defined in this Agreement shall have the meanings assigned
\nto them in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/strong><\/p>\n<\/td>\n

\n

Sole Agreement<\/u><\/strong>. This Agreement, together with the
\nPlan, is the entire Agreement between the parties hereto, all prior oral and
\nwritten representations being merged herein. No amendment or modification of the
\nterms of this Agreement shall be binding on either party unless reduced to
\nwriting and signed by the party to be bound. This Agreement shall be binding
\nupon, inure to the benefit of, and be enforceable by the parties hereto and
\ntheir respective successors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF,<\/strong> the Participant and Northern Trust
\nCorporation by its duly authorized officer have signed this Agreement the day
\nand year first written above.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Northern Trust Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n<\/p>\n

FORM OF DIRECTOR STOCK UNIT AGREEMENT <\/strong><\/p>\n

UNDER THE NORTHERN TRUST CORPORATION 2012 STOCK PLAN
\n<\/strong><\/p>\n

This Agreement is entered into as of the day of , 20 , between Northern Trust
\nCorporation (“Northern”) and (“Participant”).<\/p>\n

The Northern Trust Corporation 2012 Stock Plan (“Plan”) provides in Section
\n10 of the Plan for the awarding of stock units (“Stock Units”) to participants,
\nwho may include directors of Northern who are not employees of the Corporation
\nor its Subsidiaries (collectively, the “Corporation”), as approved by the
\nCompensation and Benefits Committee (“Committee”) of the Board of Directors of
\nNorthern. Capitalized terms not defined in this Agreement shall have the
\nmeanings assigned to them in the Plan.<\/p>\n

In the exercise of its discretion under the Plan, the Committee has
\ndetermined that the Participant should participate in the Plan and receive an
\naward of Stock Units under Section 10 of the Plan, and, accordingly, Northern
\nand the Participant hereby agree as follows:<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Grant<\/u><\/strong>. Northern hereby grants to the Participant an
\naward of Stock Units equal in value to [$90,000,]<\/strong> as determined
\nby the closing sale price of Northern153s Common Stock (as defined below) on the
\ndate of the 20 annual meeting of stockholders, subject to the terms and
\nconditions of the Plan and this Agreement. A Stock Unit is the right, subject to
\nthe terms and conditions of the Plan and this Agreement, to receive a
\ndistribution of a share of common stock (“Common Stock”), pursuant to Paragraph
\n6 of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Stock Unit Account<\/u><\/strong>. Northern shall maintain an
\naccount (“Stock Unit Account”) on its books in the name of the Participant which
\nshall reflect the number of Stock Units awarded to the Participant that the
\nParticipant is eligible to receive in distribution pursuant to Paragraph 6 of
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Dividend Equivalents<\/u><\/strong>. Except as provided below in
\nParagraph 7 of this Agreement, upon the payment of any dividend on Common Stock
\noccurring during the period preceding the distribution of the Participant153s
\nStock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall
\ncredit to a cash account maintained by Northern on its books in the name of the
\nParticipant with respect to the Stock Units (“Dividend Equivalent Account”) an
\namount equal in value to the dividends that the Participant would have received
\nhad the Participant been the actual owner on the record date of the number of
\nshares of Common Stock represented by the Stock Units in the Participant153s Stock
\nUnit Account on that date (“Dividend Equivalents”). No interest or earnings
\nshall be credited to the Dividend Equivalent Account. Such Dividend Equivalents
\nshall be subject to the same forfeiture, vesting, and distribution provisions of
\nthis Agreement applicable to the Stock Units to which such Dividend Equivalents
\nrelate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Forfeiture<\/u><\/strong>. If the Participant incurs a Separation
\nfrom Service, as defined in Paragraph 7(c) below prior to the vesting date set
\nforth in Paragraph 5 of this Agreement, the Participant153s Stock Units shall be
\nforfeited and revert to Northern, and Northern shall have no obligation after
\nsuch date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement.
\nNorthern shall have no further obligation to the Participant under this
\nAgreement with respect to such Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Vesting<\/u><\/strong>. The Participant shall become 100% vested in
\nhis Stock Units upon the date (the “vesting date”) that is the earliest to occur
\nof (a) the date of the Corporation153s 20 Annual Meeting of Stockholders (the
\n“regular vesting date”), (b) the date of the Participant153s death, or (c) the
\ndate of a Change in Control, provided that the Participant has not incurred a
\nSeparation from Service prior to the earliest of the foregoing three events.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Distribution<\/u><\/strong>. Except as provided below in Paragraph 7
\nof this Agreement,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

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

(b)<\/p>\n<\/td>\n

\n

If a Participant153s service on the Board of Directors of Northern shall
\nterminate by reason of death prior to the regular vesting date, all cash (as
\nprovided in Paragraph 7) or Common Stock then distributable hereunder with
\nrespect to the Participant shall be distributed to such individual, trustee,
\ntrust or other entity (“Beneficiary”) as the Participant shall have designated
\nby an instrument in writing last filed with Northern prior to death, or in the
\nabsence of a designation, to the following persons in the order indicated below:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s spouse; if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s children (in equal amounts); if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s parents (in equal amounts); if none, then,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s brothers and sisters (in equal amounts); if none, then,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as otherwise provided in Paragraph 7(c), such distribution shall be
\nmade on the date of death, provided that the distribution shall be treated as
\nmade on such date if made within the period described in Treasury Regulation
\nSection 1.409A-3(d), including without limitation the requirement that neither
\nthe Participant (nor the Beneficiary) shall have the right directly or
\nindirectly to designate the taxable year of payment.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If the Participant dies on or after the regular vesting date, but prior to
\nthe distribution of all amounts to which the Participant is entitled hereunder,
\nall cash or Common Stock then distributable hereunder with respect to the
\nParticipant shall be distributed to the Beneficiary designated by the
\nParticipant, or, if none, to the persons identified in clause (b) of this
\nParagraph 6, within the period described in clause (a) of this Paragraph 6,
\nexcept as otherwise provided in Paragraph 7(c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In the case of Stock Units that become vested as a result of a Change in
\nControl, the Participant shall not be entitled to a distribution of such Stock
\nUnits upon such Change in Control. Instead, any Stock Units that become vested
\nas a result of a Change in Control shall be distributed only upon the date, or
\nthe occurrence of the event upon which, distribution would have been made in the
\nabsence of such Change in Control. For purposes of this Paragraph 6(d) the
\nAnnual Meeting in 20 shall be deemed to occur upon the third Tuesday in April in
\nthat year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

Voluntary Deferral<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Subject to applicable law, receipt of the payment of all or any portion of
\nthe Stock Units shall be deferred until the date on which the Participant incurs
\na Separation from Service, as defined in clause (c) below, if the Participant
\nhas filed a deferral election, subject to and in accordance with the provisions
\nof Paragraph 7(b), no later than the deadline described in Paragraph 7(b). Any
\nsuch election shall likewise apply to the Dividend Equivalents payable with
\nrespect to such deferred Stock Units. Deferred Dividend Equivalents shall be
\ncredited to a cash account with respect to the Stock Units (“Cash Account”)
\nmaintained by Northern on its books in the name of the Participant. Until the
\nentire balance of a Cash Account has been paid to the Participant or to the
\nParticipant153s Beneficiaries (as defined in Paragraph 6), such balance shall be
\nadjusted on the last day of each calendar quarter to reflect accrued interest on
\nsuch balance based on the rate of interest determined from time to time by the
\nCommittee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Participant153s election to defer receipt of the payment of all or any
\nportion of the Stock Units granted hereunder and related Dividend Equivalents to
\nthe date of his or her Separation from Service, as defined in clause (c) below,
\nshall be effective if it was made on a deferral election form provided by the
\nCommittee and completed and delivered to the Committee no later than the last
\nday of the calendar year preceding the calendar year in which the grant
\nhereunder is made. Such election, if made, became irrevocable upon December 31
\nof the calendar year completed and delivered to the Committee. Such election
\nshall remain in effect for grants of Stock Units in subsequent calendar years
\nand becomes irrevocable as of each December 31 with respect to Stock Units
\ngranted for services performed in the immediately following calendar year, until
\nmodified or revoked by the Participant by the completion and delivery to the
\nCommittee of a form provided by the Committee for such purpose, setting out such
\nmodification or revocation; any such modification or revocation shall be
\neffective only for Stock Units granted to the Participant for services performed
\nin calendar years beginning after the calendar year in which such modification
\nor revocation is completed and delivered to the Committee and shall have no
\neffect on the Stock Units granted hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The entire balance of deferred Stock Units in the Stock Unit Account and
\ndeferred Dividend Equivalents in the Cash Account shall be paid to the
\nParticipant or to the Beneficiaries of the Participant (i) in a single lump sum
\non the 10th business day following the date the Participant incurs a Separation
\nfrom Service, as defined below, or (ii) in up to 10 annual installments
\nbeginning on the 10th business day following the date the Participant incurs a
\nSeparation from Service, as defined below, as irrevocably designated by the
\nParticipant in the applicable form described in clause (b) above. In the absence
\nof a designation, the entire balance of deferred Stock Units in the Stock Unit
\nAccount and deferred Dividend Equivalents in the Cash Account shall be paid in a
\nsingle lump sum on the 10th<\/sup> business day following the date the
\nParticipant incurs a Separation from Service, as defined below. For purposes of
\nthis Agreement, the term “Separation from Service” shall mean the date on which
\nthe Participant dies or otherwise terminates his or her membership on the Board
\nof Directors of Northern.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Deferred Stock Units in the Stock Unit Account shall be distributed only in
\nshares of Common Stock. In the event of a single lump sum distribution in Common
\nStock, a certificate (or a non-certificated book entry) representing the number
\nof full shares of Common Stock equal to the number of such Stock Units in the
\nStock Unit Account, registered in the name of the Participant or the
\nBeneficiaries of the Participant, shall be distributed to the Participant or the
\nBeneficiaries of the Participant, on the distribution date described in
\nParagraph 7(c) above. In the event of a distribution in Common Stock in up to 10
\nannual installments, a certificate (or a non-certificated book entry)
\nrepresenting the number of full shares of Common Stock equal to a fraction (the
\nnumerator of which shall be the number of Stock Units in the Stock Unit Account,
\nand the denominator of which shall be the number of annual installments
\ndesignated by the Participant), registered in the name of the Participant or the
\nBeneficiaries of the Participant, shall be distributed to the Participant or the
\nBeneficiaries of the Participant, on the distribution date described in
\nParagraph 7(c) above in each year of the installment period, provided that the
\nnumber of shares in each of the installments shall be rounded to the nearest
\nwhole number of shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Deferred Dividend Equivalents in the Participant153s Cash Account shall be
\ndistributed in cash. In the event of a single lump sum distribution in cash, the
\nentire balance of the Participant153s Cash Account shall be distributed to the
\nParticipant or the Beneficiaries of the Participant on the distribution date
\ndescribed in Paragraph 7(c) above. In the event of a distribution in cash in up
\nto 10 annual installments, the balance of the Cash Account shall continue to
\naccrue interest and shall be distributed to the Participant or the Beneficiaries
\nof the Participant on the distribution date described in Paragraph 7(c) above in
\neach year of the installment period in an amount equal to the then current
\nbalance in the Cash Account multiplied by a fraction, the numerator of which
\nshall be one, and the denominator of which shall be the number of years
\nremaining in the installment period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

Delivery of Shares<\/u><\/strong>. Northern may delay the issuance
\nor delivery of shares of Common Stock if Northern reasonably anticipates that
\nsuch issuance or delivery will violate federal securities laws or other
\napplicable law, provided that the issuance or delivery is made at the earliest
\ndate at which Northern reasonably anticipates that such issuance or delivery
\nwill not cause such violation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

Adjustment<\/u><\/strong>. The Stock Units provided herein are
\nsubject to adjustment in accordance with the provisions of Section 11 of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

No Obligation to Reelect<\/u><\/strong>. Nothing in the Plan or this
\nAgreement shall be deemed to create an obligation on the part of the Board of
\nDirectors to nominate the Participant for reelection by Northern153s stockholders
\nor to fill any vacancy upon action of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

Nontransferability<\/u><\/strong>. No interest hereunder of the
\nParticipant or any Beneficiary shall be assignable or transferable by voluntary
\nor involuntary act or by operation of law other than by testamentary bequest or
\ndevise or the laws of descent or distribution, all rights hereunder shall be
\nwholly unalienable and beyond the power of any person to anticipate or in any
\nway create a lien or encumbrance thereon; and distribution shall be made only to
\n(i) the Participant, (ii) the Participant153s personal representative in the event
\nof the Participant153s adjudicated disability, or (iii) the Participant153s
\nBeneficiaries in the event of the Participant153s death, upon his, her or their
\nown personal receipts or endorsements. Any effort to exercise the powers herein
\ndenied shall be wholly ineffective and shall be grounds for termination by the
\nCommittee of all rights hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/strong><\/p>\n<\/td>\n

\n

Withholding<\/u><\/strong>. In the event that federal, state or
\nlocal taxes must be withheld from any distribution hereunder, (a) the
\nCorporation shall deduct from any such distribution in cash the amount of such
\nrequired withholding and, (b) with respect to distributions in shares of Common
\nStock, subject to such rules and limitations as may be established by the
\nCommittee from time to time, withholding obligations, if any, shall be satisfied
\nfrom one of the following elected by the Participant: (i) by cash payment by the
\nParticipant; (ii) through the surrender of shares of Common Stock already owned
\nby the Participant that are acceptable to the Committee; or (iii) through the
\nsurrender of shares of Common Stock to which the Participant is otherwise
\nentitled under the Plan, provided, however, that such shares under this clause
\n(iii) may be used to satisfy not more than the Corporation153s minimum statutory
\nwithholding obligation, if any (based on minimum statutory withholding rates for
\nFederal and state tax purposes, including payroll taxes, that are applicable to
\nsuch taxable income).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/strong><\/p>\n<\/td>\n

\n

Administration<\/u><\/strong>. The Plan is administered by the
\nCommittee. The rights of the Participant hereunder are expressly subject to the
\nterms and conditions of the Plan (including continued shareholder approval of
\nthe Plan), together with such guidelines as have been or may be adopted from
\ntime to time by the Committee. The Participant hereby acknowledges receipt of a
\ncopy of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

14.<\/strong><\/p>\n<\/td>\n

\n

No Rights as Shareholder<\/u><\/strong>. Except as provided herein,
\nthe Participant will have no rights as a shareholder with respect to the Stock
\nUnits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
\n

15.<\/strong><\/p>\n<\/td>\n

\n

Interpretation<\/u><\/strong>. Any interpretation by the Committee
\nof the terms and conditions of the Plan, this Agreement or any guidelines shall
\nbe final. This Agreement shall be construed under the laws of the State of
\nDelaware without regard to the conflict of law provisions of any state.
\nCapitalized terms not defined in this Agreement shall have the meanings assigned
\nto them in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/strong><\/p>\n<\/td>\n

\n

Sole Agreement<\/u><\/strong>. This Agreement, together with the
\nPlan, is the entire Agreement between the parties hereto, all prior oral and
\nwritten representations being merged herein. No amendment or modification of the
\nterms of this Agreement shall be binding on either party unless reduced to
\nwriting and signed by the party to be bound. This Agreement shall be binding
\nupon, inure to the benefit of, and be enforceable by the parties hereto and
\ntheir respective successors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF,<\/strong> the Participant and Northern Trust
\nCorporation by its duly authorized officer have signed this Agreement the day
\nand year first written above.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Northern Trust Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

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