\n| \n ORIGINAL ISSUE DATE:<\/p>\n INTEREST RATE: %<\/p>\n INTEREST PAYMENT DATES:<\/p>\n INITIAL REDEMPTION DATE:<\/p>\n ANNUAL REDEMPTION PERCENTAGE REDUCTION:<\/p>\n ORIGINAL ISSUE<\/p>\n DISCOUNT NOTE:<\/p>\n Yes: No:<\/p>\n<\/td>\n | <\/td>\n | \n PRINCIPAL AMOUNT:<\/p>\n $<\/p>\n MATURITY DATE:<\/p>\n REGULAR RECORD DATES<\/p>\n (If other than the April 1 or October 1,<\/p>\n prior to each Interest Payment Date):<\/p>\n INITIAL REDEMPTION PERCENTAGE:<\/p>\n OID AMOUNT:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n OTHER PROVISIONS: <\/strong><\/p>\nThe Northern Trust Company, an Illinois banking corporation (the “Bank”), for
\nvalue received, hereby promises to pay to Cede & Co., or registered assigns,
\nthe principal amount specified on the face hereof in United States Dollars on
\nthe Maturity Date specified above and to pay interest thereon from the Original
\nIssue Date specified above or from the most recent interest payment date to
\nwhich interest on this Subordinated Note (or any predecessor Subordinated Note)
\nhas been paid or duly provided for, semi-annually on April 15 and October 15 of
\neach year (unless otherwise specified on the face hereof) (each, an “Interest
\nPayment Date”) and at maturity or upon earlier redemption, if applicable,
\ncommencing on the first Interest Payment Date next succeeding the Original Issue
\nDate (or, if the Original Issue Date is between a Regular Record Date and the
\nInterest Payment Date immediately following such Regular Record Date, on the
\nsecond Interest Payment Date following the Original Issue Date), at the Interest
\nRate per annum specified above, until the principal hereof is paid or made
\navailable for payment, and (to the extent that the payment of such interest
\nshall be legally enforceable) at such Interest Rate on any overdue principal and
\npremium, if any, and on any overdue installment of interest. The interest so
\npayable, and punctually paid or duly provided for, on any Interest Payment Date
\nwill be paid to the person in whose name this Subordinated Note (or any
\npredecessor Subordinated Note) is registered at the close of business on the
\nRegular Record Date for such interest, which shall be the April 1 and October 1
\n(whether or not a Business Day (as defined below)), as the case may be, next
\npreceding the applicable Interest Payment Date (unless<\/p>\n
\notherwise specified on the face hereof); provided, however, that interest
\npayable at maturity or upon earlier redemption, if applicable, will be payable
\nto the person to whom principal shall be payable. Any such interest not so
\npunctually paid or duly provided for shall forthwith cease to be payable to the
\nholder on such Regular Record Date and may either be paid to the person in whose
\nname this Subordinated Note (or any predecessor Subordinated Note) is registered
\nat the close of business on a special record date for the payment of such
\ndefaulted interest (the “Special Record Date”) to be fixed by the Bank, notice
\nof which shall be given to the holders of Subordinated Notes not less than 10
\ncalendar days prior to such Special Record Date, or be paid at any time in any
\nother lawful manner.<\/p>\n Payment of principal of, and premium, if any, and interest on, this
\nSubordinated Note will be made in such coin or currency of the United States of
\nAmerica as at the time of payment is legal tender for payment of public and
\nprivate debts. The Bank will at all times appoint and maintain a paying agent
\n(the “Paying Agent”) authorized by the Bank to pay the principal of, and
\npremium, if any, and interest on, this Subordinated Note on behalf of the Bank
\nand having an office or agency (the “Paying Agent Office”) in The City of New
\nYork or the City of Chicago, Illinois (the “Place of Payment”), where this
\nSubordinated Note may be presented or surrendered for payment and where notices,
\ndesignations or requests in respect of payments with respect to this
\nSubordinated Note may be served. The Bank has initially appointed itself as the
\nPaying Agent, with the Paying Agent Office currently located at 50 South LaSalle
\nStreet (Level BB-A), Chicago, Illinois 60675, Attention: Securities Services.\n<\/p>\n THIS SUBORDINATED NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED GENERAL
\nOBLIGATION OF THE BANK. THIS SUBORDINATED NOTE IS NOT INSURED BY THE FEDERAL
\nDEPOSIT INSURANCE CORPORATION, IS NOT A DEPOSIT OF, OR GUARANTEED BY, THE BANK,
\nAND IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
\nAMOUNT INVESTED. THIS SUBORDINATED NOTE IS SUBORDINATE TO THE CLAIMS OF
\nDEPOSITORS AND GENERAL CREDITORS OF THE BANK.<\/p>\n Payment of the principal of, and premium, if any, and interest on, this
\nSubordinated Note due at maturity or upon earlier redemption, if applicable,
\nwill be made in immediately available funds upon presentation and surrender of
\nthis Subordinated Note to the Paying Agent at the Paying Agent Office in the
\nPlace of Payment; provided that this Subordinated Note is presented to the
\nPaying Agent in time for the Paying Agent to make such payment in accordance
\nwith its normal procedures. Payments of interest on this Subordinated Note
\n(other than at maturity or upon earlier redemption) will be made by wire
\ntransfer to such account as has been appropriately designated to the Paying
\nAgent by the person entitled to such payments.<\/p>\n This Subordinated Note is one of a duly authorized issue of Subordinated Bank
\nNotes due from five to fifteen years from date of issue of the Bank (herein
\ncalled the “Subordinated Notes”).<\/p>\n
\nPayments of interest hereon on any Interest Payment Date will include
\ninterest accrued to, but excluding, such Interest Payment Date. Interest hereon
\nshall be computed on the basis of a 360-day year of twelve 30-day months.<\/p>\n If any Interest Payment Date, Maturity Date or date of earlier redemption of
\nthis Subordinated Note falls on a day which is not a Business Day, the related
\npayment of principal, premium, if any, or interest shall be made on the next
\nsucceeding Business Day with the same force and effect as if made on the date
\nsuch payment were due, and no interest shall accrue on the amount so payable for
\nthe period from and after such Interest Payment Date, Maturity Date or date of
\nearlier redemption, as the case may be. “Business Day” means any day that is not
\na Saturday or Sunday and that is not a day on which banking institutions in The
\nCity of New York or the City of Chicago, Illinois generally are authorized or
\nobligated by law or executive order to close.<\/p>\n The indebtedness of the Bank evidenced by this Subordinated Note, including
\nprincipal and interest, is unsecured and subordinate and junior in right of
\npayment to the Bank153s obligations to its depositors, its obligations under
\nbankers153 acceptances and letters of credit, and its obligations to its other
\ncreditors (including any obligations to any Federal Reserve Bank and the Federal
\nDeposit Insurance Corporation), whether now outstanding or hereafter incurred,
\nother than any obligations which rank on a parity with, or junior to, the
\nSubordinated Notes. In the event of any insolvency proceeding, receivership,
\nconservatorship, reorganization, readjustment of debt, marshalling of assets and
\nliabilities or similar proceedings or any liquidation or winding-up of the Bank,
\nwhether voluntary or involuntary, all such obligations (except obligations which
\nrank on a parity with, or junior to, the Subordinated Notes) shall be entitled
\nto be paid in full before any payment shall be made on account of the principal
\nof, or interest on, the Subordinated Notes. In the event of any such proceeding,
\nafter payment in full of all sums owing with respect to such prior obligations,
\nthe holders of the Subordinated Notes, together with the holders of any
\nobligations of the Bank ranking on a parity with the Subordinated Notes, shall
\nbe entitled to be paid, from the remaining assets of the Bank, the unpaid
\nprincipal of, and the unpaid interest on, the Subordinated Notes or such other
\nobligations before any payment or other distribution, whether in cash, property,
\nor otherwise, shall be made on account of any capital stock or any obligations
\nof the Bank ranking junior to the Subordinated Notes.<\/p>\n The Subordinated Notes shall rank on a parity with (i) the $700,000,000
\naggregate principal amount of subordinated indebtedness represented by
\n$200,000,000 aggregate principal amount of 4.60% Subordinated Notes due 2013,
\n$200,000,000 aggregate principal amount of 5.85% Subordinated Notes due 2017,
\nand $300,000,000 aggregate principal amount of 6.50% Subordinated Notes due
\n2018, (ii) the 150,000,000 aggregate principal amount of 5.375% Subordinated
\nNotes due 2015 that were issued in 2005, (iii) the $200,000,000 aggregate
\nprincipal amount of floating rate subordinated notes due 2017 issued in 2007 to
\nNorthern Trust Corporation, (iv) the $750,000,000 aggregate principal amount of
\nfixed rate senior notes due 2016 issued in 2011 to the Northern Trust
\nCorporation, and (v) such other obligations which may be issued by the Bank
\nwhich are specifically designated as ranking on a parity with the Subordinated
\nNotes by express provision in the instruments creating or evidencing such
\nobligations.<\/p>\n
\nThis Subordinated Note will not be subject to any sinking fund. If so
\nprovided on the face of this Subordinated Note and subject to the approval of
\nthe Federal Reserve Bank of Chicago, this Subordinated Note may be redeemed by
\nthe Bank on and after the Initial Redemption Date, if any, specified on the face
\nhereof. If no Initial Redemption Date is specified on the face hereof, this
\nSubordinated Note may not be redeemed prior to the Maturity Date. On and after
\nthe Initial Redemption Date, if any, and subject to the approval of the Federal
\nReserve Bank of Chicago, this Subordinated Note may be redeemed at any time
\neither in whole or in part from time to time in increments of $1,000 (provided
\nthat any remaining principal amount hereof shall be at least $250,000) at the
\noption of the Bank at the applicable Redemption Price (as defined below),
\ntogether with accrued and unpaid interest hereon at the applicable rate borne by
\nthis Subordinated Note to the date of redemption (each such date, a “Redemption
\nDate”), on written notice given not more than 60 nor less than 30 calendar days
\nprior to the Redemption Date by the Bank to the registered holder hereof.
\nWhenever less than all the Subordinated Notes at any time outstanding are to be
\nredeemed, the terms of the Subordinated Notes to be so redeemed shall be
\nselected by the Bank. If less than all the Subordinated Notes with identical
\nterms at any time outstanding are to be redeemed, the Subordinated Notes to be
\nso redeemed shall be selected by the Paying Agent by lot or in any usual manner
\napproved by it. In the event of redemption of this Subordinated Note in part
\nonly, a new Subordinated Note for the unredeemed portion hereof shall be issued
\nin the name of the holder hereof upon the surrender hereof.<\/p>\n The “Redemption Price” shall initially be the Initial Redemption Percentage
\nspecified on the face hereof of the principal amount of this Subordinated Note
\nto be redeemed and shall decline at each anniversary of the Initial Redemption
\nDate specified on the face hereof by the Annual Redemption Percentage Reduction,
\nif any, specified on the face hereof, of the principal amount to be redeemed
\nuntil the Redemption Price is 100% of such principal amount.<\/p>\n This Subordinated Note will not be repayable at the option of the holder
\nhereof prior to maturity.<\/p>\n If this Subordinated Note is an Original Issue Discount Note and if an Event
\nof Default with respect to this Subordinated Note shall have occurred and be
\ncontinuing, the Default Amount (as defined hereafter) of this Subordinated Note
\nmay be declared due and payable in the manner and with the effect provided
\nherein. The “Default Amount” shall be equal to the adjusted issue price as of
\nthe first day of the accrual period as determined under Treasury Regulation
\nSection 1.1275-1(b) (or successor regulation) under the United States Internal
\nRevenue Code of 1986, as amended, in which the date of acceleration occurs
\nincreased by the daily portion of the original issue discount for each day in
\nsuch accrual period ending on the date of acceleration, as determined under
\nTreasury Regulation Section 1.1275-1(b) (or successor regulation) under the
\nUnited States Internal Revenue Code of 1986, as amended. Upon payment of (i) the
\namount of principal or premium, if any, so declared due and payable and (ii)
\ninterest on<\/p>\n
\nany overdue principal and overdue interest or premium, if any, (in each case
\nto the extent that the payment of such interest shall be legally enforceable),
\nall of the Bank153s obligations in respect of the payment of the principal of, and
\ninterest or premium, if any, on, this Subordinated Note shall terminate.<\/p>\n In case any Subordinated Note shall at any time become mutilated, destroyed,
\nlost or stolen and such Subordinated Note or evidence satisfactory to the Bank
\nof the loss, theft or destruction thereof (together with indemnity satisfactory
\nto the Bank and such other documents or proof as may be required in the
\npremises) shall be delivered to the Bank, a new Subordinated Note of like tenor
\nwill be issued by the Bank in exchange for the Subordinated Note so mutilated,
\nor in lieu of the Subordinated Note so destroyed or lost or stolen. All expenses
\nand reasonable charges associated with procuring the indemnity referred to above
\nand with the preparation, authentication and delivery of a new Subordinated Note
\nshall be borne by the holder of the Subordinated Note so mutilated, destroyed,
\nlost or stolen. If any Subordinated Note which has matured or is about to mature
\nshall become mutilated, destroyed, lost or stolen, the Bank may, instead of
\nissuing a substitute Subordinated Note, pay or authorize the payment of the same
\n(without surrender thereof except in the case of a mutilated Subordinated Note)
\nupon compliance by the holder thereof with the provisions of this paragraph.\n<\/p>\n No recourse shall be had for the payment of the principal of, premium, if
\nany, or interest on, this Subordinated Note, for any claim based hereon, or
\notherwise in respect hereof, against any shareholder, employee, officer or
\ndirector, as such, past, present or future, of the Bank or of any successor
\ncorporation, either directly or through the Bank or any successor corporation,
\nwhether by virtue of any constitution, statute or rule of law or by the
\nenforcement of any assessment or penalty or otherwise, all such liability being,
\nby the acceptance hereof and part of the consideration for the issue hereof,
\nexpressly waived and released.<\/p>\n An “Event of Default” with respect to this Subordinated Note will occur if
\nthe Bank shall consent to, or a court or other governmental agency shall enter a
\ndecree or order for, the appointment of a receiver or other similar official in
\nany liquidation, insolvency or similar proceeding with respect to the Bank or
\nall or substantially all of its property and, in the case of a decree or order,
\nsuch decree or order shall have remained in force for a period of 60 days. If an
\nEvent of Default shall occur and be continuing, the holder of this Subordinated
\nNote may declare the principal amount of, and accrued interest and premium, if
\nany, on, this Subordinated Note due and payable immediately by written notice to
\nthe Bank. Upon such declaration and notice, such principal amount, accrued
\ninterest and premium, if any, shall become due and payable seven calendar days
\nafter such notice. Any Event of Default with respect to this Subordinated Note
\nmay be waived by the holder hereof. No payment may be made on this Subordinated
\nNote in the event of acceleration resulting from an Event of Default without the
\nprior written consent of the Federal Reserve Bank of Chicago. There is no right
\nof acceleration in the case of a default in the payment of principal of, or
\ninterest on, this Subordinated Note or in the performance of any other
\nobligation of the Bank under this Subordinated Note or under any other security
\nissued by the Bank.<\/p>\n
\nNo provision of this Subordinated Note shall alter or impair the obligation
\nof the Bank, which is absolute and unconditional, to pay the principal of, and
\npremium, if any, and interest on, this Subordinated Note in U.S. dollars at the
\ntimes, places and rate herein prescribed.<\/p>\n The Bank shall cause to be kept at the corporate trust office of the
\nSubordinated Note Registrar designated below a register (the register maintained
\nin such corporate trust office or any other office or agency of the Bank in the
\nPlace of Payment herein referred to as the “Subordinated Note Register”) in
\nwhich, subject to such reasonable regulations as it may prescribe, the Bank
\nshall provide for the registration of the Subordinated Notes and of transfers of
\nthe Subordinated Notes. The Bank is hereby initially appointed “Subordinated
\nNote Registrar” for the purpose of registering the Subordinated Notes and
\ntransfers of the Subordinated Notes as herein provided.<\/p>\n The transfer of this Subordinated Note is registrable in the Subordinated
\nNote Register, upon surrender of this Subordinated Note for registration of
\ntransfer at the office or agency of the Bank in the Place of Payment, duly
\nendorsed by, or accompanied by a written instrument of transfer in form
\nsatisfactory to the Bank and the Paying Agent duly executed by, the holder
\nhereof or his attorney duly authorized in writing, and thereupon one or more new
\nSubordinated Notes of like tenor, of authorized denominations and for the same
\naggregate principal amount, will be issued to the designated transferee or
\ntransferees. Notwithstanding the foregoing, the Bank shall not be required to
\nregister the transfer of any Subordinated Note that has been called for
\nredemption during a period beginning at the opening of business fifteen calendar
\ndays before the day of mailing of a notice of such redemption and ending at the
\nclose of business on the day of such mailing. Bank may require payment of a sum
\nsufficient to cover any tax or other governmental charge payable in connection
\ntherewith.<\/p>\n The Subordinated Notes are issuable only in registered form without coupons
\nin minimum denominations of $250,000 and any integral multiple of $1,000 in
\nexcess thereof. Each owner of a beneficial interest in this Subordinated Note is
\nrequired to hold a beneficial interest in $250,000 principal amount or any
\nintegral multiple of $1,000 in excess thereof of this Subordinated Note at all
\ntimes.<\/p>\n Prior to due presentment of this Subordinated Note for registration of
\ntransfer, the Bank, the Paying Agent or any agent of the Bank or the Paying
\nAgent may treat the person in whose name this Subordinated Note is registered as
\nthe owner hereof for all purposes, whether or not this Subordinated Note be
\noverdue, and neither the Bank, the Paying Agent nor any such agent shall be
\naffected by notice to the contrary.<\/p>\n All notices to the Bank under this Subordinated Note shall be in writing and
\naddressed to the Bank at 50 South LaSalle Street (Level BB-A), Chicago, Illinois
\n60675, Attention: Securities Services, or to such other address of the Bank as
\nthe Bank may notify the holders of the Subordinated Notes.<\/p>\n
\nThis Subordinated Note shall be governed by, and construed in accordance
\nwith, the laws of the State of Illinois.<\/p>\n IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed.\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n THE NORTHERN TRUST COMPANY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nABBREVIATIONS <\/strong><\/p>\nThe following abbreviations, when used in the inscription on the face of the
\nwithin Subordinated Note, shall be construed as though they were written out in
\nfull according to applicable laws or regulations.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n TEN COM<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n –<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n as tenants in common<\/p>\n<\/td>\n<\/tr>\n | \n| \n TEN ENT<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n –<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n as tenants by the entireties<\/p>\n<\/td>\n<\/tr>\n | \n| \n JT TEN<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n –<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n as joint tenants with right of survivorship and not as tenants in common<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n UNIF GIFT MIN ACT –<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Custodian<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n (Cust)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n (Minor)<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n under Uniform Gifts to Minors Act<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n (State)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Additional abbreviations may also be used<\/p>\n though not in the above list.<\/p>\n
\nASSIGNMENT <\/strong><\/p>\nFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
\nunto<\/p>\n PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE\n<\/p>\n (Please print or typewrite name and address,<\/p>\n including postal zip code, of assignee)<\/p>\n the within Subordinated Note and all rights thereunder, and hereby
\nirrevocably constitutes and appoints to transfer said Subordinated Note on the
\nbooks of the Bank, with full power of substitution in the premises.<\/p>\n Dated:<\/p>\n Notice: The signature to this assignment must correspond with the name as
\nwritten upon the face of the within Subordinated Note in every particular,
\nwithout alteration or enlargement or any change whatsoever.<\/p>\n 10<\/p>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8372],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9568],"class_list":["post-41039","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-northern-trust-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__note"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41039","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41039"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41039"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41039"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41039"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | |