NORTHERN TRUST CORPORATION DEFERRED COMPENSATION PLAN

1.1

“Assigned Base Salary” means the regular annual base wage rate of the Participant, excluding overtime wages or wages related to shift differential.

1.2

“Beneficiary” means any person eligible to receive a death benefit under the respective Incentive Compensation Plan as designated by the Participant or otherwise provided under such Incentive Compensation Plan, in the event of the death of the Participant.

1.3

“Board” means the Board of Directors of the Corporation.

1.4

A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a)

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 Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b)

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: (i) three directors; or (ii) 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

(c)

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 (i) 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 (ii) 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 Corporation’s then outstanding securities; or

(d)

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 Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s 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.

1.5

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

1.6

“Committee” means the Employee Benefit Administrative Committee, which has the responsibility for administering various benefit plans of the Company, as constituted from time to time.

1.7

“Company” means The Northern Trust Company, an Illinois banking corporation; the Corporation; and such U.S. subsidiaries and affiliates of the Corporation as shall with the consent of the Board, adopt the Plan.

1.8

“Corporation” means Northern Trust Corporation, a Delaware corporation, and, to the extent provided in Section 8.8 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Corporation or a transfer or sale of substantially all of the assets of the Corporation.

1.09

“Deferred Compensation Account” means an individual bookkeeping account for each Participant established hereunder. Such account shall be valued no less frequently than annually on a date or dates determined by the Committee.

1.10

“Distribution Date” means the last business day of February of any Plan Year as provided under Section 5.1 of the Plan and as irrevocably set forth in each of the Participant’s Deferral Election forms.

1.11

“Effective Date” means January 1, 2008 for the amended and restated Plan. The original effective date of the Plan was May 1, 1998.

1.12

“409A Amount” means the portion of the Deferred Compensation Account of a Participant that consists of amounts deferred in taxable years beginning after December 31, 2004, and earnings on such amounts, as determined in accordance with Code Section 409A and applicable regulations and other guidance promulgated thereunder. The portion, if any, of a Participant’s Deferred Compensation Account that consists of amounts deferred on or before December 31, 2004, and earnings on such amounts, is referred to herein as the Participant’s “Grandfathered Amount”. An amount is considered deferred on or before December 31, 2004, if on or before that date the Participant had a legally binding right to be paid the amount, and the right to the amount was earned and vested.

1.13

“Incentive Compensation” means cash compensation earned pursuant to the Incentive Compensation Plans.

1.14

“Incentive Compensation Plans” means the Partners Incentive Plan, the Management Performance Plan and/or any other bonus program defined by the Company to be included.

1.15

“Initial Plan Year” means the eight-consecutive-month period commencing on the original Effective Date and ending on December 31, 1998.

1.16

“Investment Committee” means the Employee Benefit Investment Committee of the Company, as constituted from time to time, which has the investment responsibilities specifically allocated to it under the Plan.

1.17

“Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Company’s Key Employees shall be identified annually pursuant to Section 5.7.

1.18

“Participant” means an employee of the Company (a) who resides in the United States or is a United States expatriate on temporary foreign assignment, (b) who is eligible to participate in the Plan in accordance with Article II and (c) who has a Deferred Compensation Account under the Plan; provided, that the following shall not be considered Participants: (i) an employee employed by any office or branch of the Company located in a foreign country who, as to the United States, is a nonresident alien, and (ii) an employee who (A) as to the United States, is a foreign national, (B) is working for the Company at a location located in the United States, and (C) is covered by a retirement plan sponsored by a non-U.S. affiliate of the Corporation in the country in which that affiliate is located.

1.19

“Pension Plan” means The Northern Trust Company Pension Plan, as amended from time to time.

1.20

“Plan” means the Northern Trust Corporation Deferred Compensation Plan, as amended from time to time.

1.21

“Plan Year” means the calendar year.

1.22

“Related Company” means any person with whom the Company is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Company would be considered a single employer under Code Section 414(c), substituting 50% for the 80% standard that would otherwise apply.

1.23

“Separation from Service” means that a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment will be deemed to occur when the Company and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Company (whether as an employee or an 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 Company (as an employee or independent contractor, but not as a director) in the immediately preceding 36 months (or the full period of the Participant’s services to the Company if the Participant has been providing services to the Company 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.1.409A-1(h)), but (a) only if there is a reasonable expectation that the Participant will return to active employment status, and (b) 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 1.23, references to the Company shall include the Company and all Related Companies.

2.1

Conditions for Deferrals for 1998 and 1999 Incentive Compensation Payments . For Incentive Compensation which otherwise would be paid during the 1998 or 1999 Plan Years, an employee of the Company who participates in an Incentive Compensation Plan and (i) whose Assigned Base Salary, determined as of April 1, 1998, is at least $100,000, or (ii) whose Assigned Base Salary determined as of April 1, 1998 plus Incentive Compensation paid under the Incentive Compensation Plans during the period commencing on April 1, 1997 and ending on March 31, 1998 is at least $150,000, shall be eligible to defer Incentive Compensation under the Plan.

2.2

Conditions for Deferrals in Subsequent Plan Years . For Plan Years subsequent to the Plan Years provided in Section 2.1, an employee of the Company who participates in an Incentive Compensation Plan and (i) whose Assigned Base Salary, determined as of November 15 immediately preceding the Participant’s deferral election made under Section 3.2 below, is at least $100,000 (or such other amount as the Committee from time to time determines) or (ii) whose Assigned Base Salary determined as of the November 15 immediately preceding the Participant’s deferral election made under Section 3.2 below plus Incentive Compensation paid under the Incentive Compensation Plan during the twelve-month period ending on March 31 immediately preceding such deferral election (regardless of deferral under this Plan), is at least $150,000 (or such other amount as the Committee from time to time determines), shall be eligible to defer Incentive Compensation under the Plan.

3.1

Amount Which May Be Deferred . Each Participant may elect to defer all or a portion of his or her annual Incentive Compensation as determined by the Committee; provided, however, the amount of each deferral for each payment of Incentive Compensation shall be at least $2,500. Participants shall always be one hundred percent (100%) vested in the amount they defer.

3.2

Deferral Election . Participants shall make the election to defer Incentive Compensation under the Plan on a Deferral Election Form by such dates as the Committee from time to time establishes; provided, that any such election must be made on or before December 31 of the Participant’s taxable year preceding the taxable year in which the Participant performs the services that give rise to the Incentive Compensation to be deferred. Participants shall make the following determinations on each Deferral Election Form, which determinations shall become irrevocable on December 31 of the Plan Year in which the election is made (or such earlier date in that Plan Year as the Committee may determine):

(a)

The amount to be deferred with respect to the Participant’s Incentive Compensation paid during the Plan Year for which the election applies, pursuant to the terms of Section 3.1 herein;

(b)

The deferral period after which payments of deferred amounts commence (the “Deferral Period”), pursuant to the terms of Section 5.1 herein; and

(c)

The form of the payment of the deferred amount, pursuant to the terms of Section 5.2 herein.

3.3

Partial Year Employment and Initial Election . An employee who commences employment with the Company after the beginning of a Plan Year shall not be permitted to make an election to defer Incentive Compensation with respect to such Plan Year. Further, an employee who commences employment with the Company after November 1 of any Plan Year (or such other date as the Company may determine in its sole discretion) shall not be eligible to defer Incentive Compensation in that Plan Year for the subsequent Plan Year under Section 2.2.

3.4

Disability or Other Absence . If the Participant experiences a disability, all previous Deferral Elections will remain in force unless the Committee, in its sole discretion, determines that the Participant has incurred an unforeseeable emergency pursuant to Section 5.3 of the Plan, in which case it will waive, upon the Participant’s request, such election(s). If the Participant takes a paid or unpaid leave of absence, all previous Deferral Elections will remain in full force.

4.1

Investments . The Company shall contribute amounts allocated hereunder to the Deferred Compensation Accounts of Participants to a rabbi trust (“Trust”), to be invested in such manner as determined by the Investment Committee, consistent with the resolutions or actions of the Board or the Compensation and Benefits Committee of the Board establishing the Plan.

4.2

Participant Statements . Statements that identify the Participant’s Deferred Compensation Account balance shall be provided to Participants no less frequently than annually.

4.3

Minimum Rate of Investment Return . Following the date of a Change in Control, notwithstanding anything to the contrary herein, each Participant’s Deferred Compensation Account shall be credited with a minimum annual investment return with respect to any calendar year (or portion thereof) at least equal to the average yield (as determined at auction) with respect to the 52 week United States Treasury bills issued during the previous calendar year, plus 50 basis points.

4.4

Valuation of Deferred Compensation Accounts . Participants’ Deferred Compensation Accounts shall be valued no less frequently than monthly.

5.1

Deferral Period . Pursuant to Section 3.2, each Participant shall irrevocably elect t