Exhibit 4
UNLESS THIS GLOBAL NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
NORTHERN TRUST CORPORATION OR ITS AGENT OR AGENTS FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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No.:
1
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$500,000,000
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CUSIP No.: 665859AK0
ISIN No.: US665859AK08
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4.625% Notes due 2014
Northern Trust Corporation, a
Delaware corporation, promises to pay to Cede & Co, or
registered assigns, the principal sum of Five Hundred Million
Dollars on May 1, 2014.
Interest Payment Dates: May 1
and November 1
Record Dates: April 16 and
October 17
Additional provisions of this Note
are set forth on the other side of this Note.
Dated: May 1, 2009
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NORTHERN TRUST
CORPORATION
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By:
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Name:
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William R.
Dodds, Jr.
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Title:
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Executive Vice
President and Treasurer
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By:
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Name:
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Rose A.
Ellis
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Title:
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Corporate
Secretary
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Notes of the
series referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
4.625% Notes due 2014
Northern Trust Corporation, a
Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises to pay interest on the
principal amount of this Note at the rate per annum shown above.
The Company will pay interest semiannually on May 1 and
November 1 of each year, commencing May 1, 2009. Interest
on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
May 1, 2009. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Company will pay interest
on overdue principal and premium at the above rate and will pay
interest on overdue installments of interest at such rate to the
extent lawful. If an Interest Payment Date falls on a day that is
not a Business Day, interest will be payable on the next succeeding
Business Day with the same force and effect as if made on such
Interest Payment Date, and interest will not accrue on the amount
so payable for the period from and after the Interest Payment
Date.
The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the April 16th or
October 17th next preceding the Interest Payment Date even if
Notes are canceled after the Record Date and on or before the
Interest Payment Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company will pay principal
and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.
Payments in respect of the Notes represented by a Global Note
(including principal and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The
Depository Trust Company.
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3.
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Paying Agent
and Security Registrar
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Initially, the Trustee will act as
Paying Agent and Security Registrar. The Company may appoint and
change any Paying Agent or Security Registrar without notice to the
Holders. The Company may act as Paying Agent or Security
Registrar.
The Company issued the Notes under
an Indenture dated as of August 15, 2006 (the
“Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to
JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”),
and pursuant to an Officers’ Certificate of the Company dated
May 1, 2009 (the “Officers’ Certificate”).
The terms of the Notes include those stated in the Indenture and
the Officers’ Certificate and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. sections 77aaa-77bbbb) as in effect on the date of the
Officers’ Certificate (the “Act”). Capitalized
terms used herein and defined in the Indenture but not defined
herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the Act for a statement of those
terms.
The Notes are senior unsecured
obligations of the Company. The Notes issued on the Issue Date will
be treated as a single class for all purposes under the
Indenture.
The Company may, without the consent
of the Holders of the Notes, create and issue Additional Notes
ranking equally with the Notes in all respects, including having
the same CUSIP number, so that such Additional Notes shall be
consolidated and form a single series with the Notes and shall have
the same terms as to status, redemption or otherwise as the Notes.
No Additional Notes may be issued if an Event of Default has
occurred and is continuing with respect to the Notes.
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6.
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Denominations;
Transfer; Exchange
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The Notes are in registered form
without coupons in denominations of $2,000 principal amount and
integral multiples of $1,000. A Holder may transfer or exchange
Notes in accordance with the Indenture. The Security Registrar may
require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.
The registered Holder of this Note
may be treated as the owner of it for all purposes.
If money for the payment of
principal or