NORTHERN TRUST CORPORATION 1997 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AS AMENDED AND RESTATED

1.

Name. This Plan shall be known as the “Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors As Amended and Restated” (the “Plan”).

2.

Definitions. The following definitions shall apply in interpreting the Plan:

(a)

The term “Beneficiary” shall mean such individual, trustee, trust or other entity designated by a Non-Employee Director by an instrument in writing last filed with the Corporation prior to death to receive all or any portion of his or her Cash Account and Stock Unit Account, and all cash or Common Stock distributable hereunder with respect to such Non-Employee Director following the date of his or her death. In the absence of such a designation of any living Beneficiary, or if such designation is ineffective for any reason, the Non-Employee Director’s Beneficiary shall be his or her spouse, or if not then living, his or her then living descendants, per stirpes , or if none is then living, the personal representatives of the Non-Employee Director’s estate.

(b)

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

(c)

The term “Cash Account” shall have the meaning set forth in Section 4(b).

(d)

The term “Committee” shall mean the Compensation and Benefits Committee of the Board.

(e)

The term “Common Stock” shall mean the common stock, $1.66-2/3 par value per share, of the Corporation.

(f)

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

(g)

The term “Election Form” shall have the meaning set forth in Sections 3(b) and (c).

(h)

The term “Non-Employee Director” shall mean a person who is serving as a member of the Board and is not an employee of the Corporation or any subsidiary or affiliate of the Corporation.

(i)

The term “Post-2004 Benefit” shall mean the portion of a Non-Employee Director’s Cash Account and Stock Unit Account equal to the excess of (1) the balance of the Non-Employee Director’s Accounts, determined as of his or her date of Separation from Service after December 31, 2004, over (2) the Non-Employee Director’s Pre-2005 Benefit.

(j)

The term “Pre-2005 Benefit” shall mean the portion of a Non-Employee’s Cash Account and Stock Unit Account deferred on or before December 31, 2004, adjusted to reflect interest, earnings, and gains and losses credited to such Accounts from and after such date. An amount is considered deferred on or before December 31, 2004 if on or before that date the Non-Employee Director had a legally binding right to be paid the amount and the right to the amount was earned and vested.

(k)

The term “Separation from Service” shall mean the date on which a Non-Employee Director dies or otherwise terminates his or her membership on the Board, as determined in accordance with the provisions of Code Section 409A and the regulations thereunder.

(l)

The term “Stock Unit Account” shall have the meaning set forth in Section 4(a).

3.

Participation.

(a)

A Non-Employee Director may elect to defer receipt of the payment of all or any portion of: (i) the annual cash retainer fee payable for services as a Director or (ii) any cash fees payable for attendance at a Board committee meeting or for any other service provided to the Corporation, in each case until the date on which the Non-Employee Director incurs a Separation from Service. Such deferral election must be set forth in an election form (the “Election Form”) provided by the Corporation.

(b)

To be effective, an Election Form with respect to compensation described in Section 3(a)(i) or 3(a)(ii) for services performed by a Non-Employee Director in a particular calendar year must be completed and delivered to the Corporation prior to the first day of such calendar year. An Election Form shall remain in effect with respect to compensation earned with respect to services to be performed in subsequent calendar years until revised or revoked by the Non-Employee Director by the completion and delivery to the Corporation of an Election Form setting forth such revision or revocation prior to the first day of the calendar year in which services are to be performed for the compensation with respect to which such revision or revocation is to become effective. Effective as of January 1, 2005, any election shall become irrevocable as of each December 31 with respect to compensation payable for services performed in the immediately following calendar year. Except as provided in Section 3(c) below, an initial or revised Election Form shall only apply to compensation payable to a Non-Employee Director for services performed after the end of the calendar year in which such initial or revised Election Form is completed and delivered to the Corporation.

(c)

Anything in the Plan to the contrary notwithstanding, an election with respect to compensation described in Section 3(a)(i) or 3(a)(ii) made by a Non-Employee Director in the calendar year in which the Non-Employee Director initially becomes eligible to participate in the Plan, and that is not made under Section 3(b), must be made pursuant to an Election Form completed and delivered to the Corporation within 30 days after the date on which the Non-Employee Director initially becomes eligible to participate in the Plan. Such Election Form shall be effective with respect to compensation described in Section 3(a)(i) or 3(a)(ii) that is paid for services to be performed by the Non-Employee Director after the date such Election Form is completed and delivered to the Corporation and shall be irrevocable with respect to such compensation upon completion and delivery of such Election Form to the Corporation. Such Election Form shall remain in effect and become irrevocable for subsequent calendar years in accordance with Section 3(b) above. On and after January 1, 2005, for purposes of applying the foregoing provisions of this Section 3(c), the plan aggregation rules of Treas. Reg. 1.409A-1(c) shall apply.

4.

Deferral Accounts.

(a)

All cash compensation deferred by a Non-Employee Director pursuant to Section 3 shall be credited to a stock unit account (“Stock Unit Account”) maintained by the Corporation on its books in the name of the participating Non—Employee Director and converted into stock units equivalent to full shares of the Corporation’s Common Stock as of the last trading day of the calendar quarter for which the cash compensation would have been paid. The conversion shall be determined by dividing the dollar amount of the cash compensation as of such quarterly date by the mean of the high and low sale prices of the Corporation’s Common Stock as reported by the Nasdaq Stock Market on such quarterly date. Any cash balance remaining after any such conversion shall be credited to the Cash Account of a Non-Employee Director as provided in Section 4(b) below. The shares of Common Stock representing a stock grant under the Northern Trust

Corporation 1997 Stock Plan for Non-Employee Directors which were deferred by a Non-Employee Director pursuant to Section 3 were credited to a Stock Unit Account and converted into stock units as of the date of the annual meeting of stockholders on which the stock was granted.

(b)

The Corporation also shall maintain a cash account (“Cash Account”) on its books in the name of each participating Non-Employee Director. Credits shall be made to a participating Non-Employee Director’s Cash Account in dollar amounts equal to (i) the cash balance remaining after any conversion pursuant to Section 4(a) above, and (ii) the cash dividends (or the fair market value of dividends paid in property other than Common Stock) that the Non-Employee Director would have received had the Non-Employee Director been the owner on each record date of the number of shares of Common Stock equal to the number of stock units in such Non-Employee Director’s Stock Unit Account on such date. Until the entire balance of a Cash Account has been paid to a Non-Employee Director, or to the Beneficiaries of a deceased Non-Employee Director, such balance shall be increased 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.

(c)

In the case of a dividend in Common Stock or a Common Stock split, additional credits will be made to a Non-Employee Director’s Stock Unit Account of a numb