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                                                                  Exhibit 10(ii)

                            AMENDMENT NUMBER FOUR TO
                  NORTHERN TRUST EMPLOYEE STOCK OWNERSHIP PLAN
               (As Amended and Restated Effective January 1, 2002)

     WHEREAS, The Northern Trust Company (the "Company") maintains the Northern
Trust Employee Stock Ownership Plan, As Amended and Restated Effective January
1, 2002, (the "Plan"); and

     WHEREAS, amendment of the Plan is now considered desirable;

     NOW, THEREFORE, by virtue and in exercise of the amending power reserved to
the Company under Section 13.1 of the Plan, and pursuant to the authority
delegated to the undersigned officer by resolutions of the Board of Directors of
the Company dated January 21, 2003, the Plan is hereby amended effective as of
January 21, 2003, as follows:

1.   To add the following as new Section 5.5 of the Plan:

     "5.5   Restricted Trading Period

            Notwithstanding any other provision of the Plan, the following
            restrictions shall apply during the applicable Restricted Trading
            Periods (as defined below) in accordance with Northern Trust
            Corporation's Statement of Confidential Information and Securities
            Trading (the "Trading Policy"):

            (a)  No purchase, sale or resale of Company Stock, including the
                 reinvestment in Company Stock of dividends paid on Company
                 Stock pursuant to Sections 7.2 and 11.2, may be made during
                 such Restricted Trading Period.

            (b)  No election, pursuant to Section 11.2, to receive a cash
                 payment of the dividends paid on Company Stock or to have those
                 dividends reinvested in Company Stock may be made during such
                 Restricted Trading Period.

            (c)  No distribution of any Applicable Amount (as defined in Section
                 7.9) or transfer to The Northern Trust Company Thrift-Incentive
                 Plan of any Applicable Amount pursuant to a diversification
                 election made by a Qualified Participant under Section 7.9 may
                 be made during such Restricted Trading Period.

            (d)  Processing of distributions under Article IX will be delayed
                 during such Restricted Trading Period.

            (e)  The Company's General Counsel may impose restrictions similar
                 to those described above, upon some or all Members or
                 Beneficiaries, at any other time designated by

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                 the General Counsel, if the General Counsel determines that
                 such action is appropriate in the circumstances under
                 securities laws or other applicable law.

            (f)  Notwithstanding the restrictions described above, investment
                 and trading activities by the Trustee or other Plan fiduciaries
                 with respect to Company Stock, shall be permitted during a
                 Restricted Trading Period in accordance with the terms of an
                 approved SEC Rule 10b5-1 trading plan.

            (g)  The term `Restricted Trading Period' means:

                 (i)  For those Members who are Directors and Policy Committee
                      members (as described in the Trading Policy), certain
                      other senior officers of the Company or any Affiliate,
                      certain Business Unit financial officers, and certain
                      members of the Company's (or any Affiliate's) Controller's
                      Department, Investor Relations, and the Treasury
                      Department (or any other Member identified in the Trading
                      Policy from time to time as being subject to a `narrow
                      trading window'), the period starting at the beginning of
                      the fourth business day in February, May, August and
                      November of each Plan Year and concluding at the end of
                      the first full business day following the quarter's end
                      earnings announcement; and

                 (ii) For all other Members and Beneficiaries, the period that
                      begins at the beginning of the fifth business day before
                      the close of the quarter or the Plan Year (counting the
                      last business day as the fifth day) and that concludes at
                      the end of the first full business day after the day on
                      which the Northern Trust Corporation's financial report
                      for the quarter or year is publicly released."

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed on
its behalf as of January 21, 2003.

                                         THE NORTHERN TRUST COMPANY

                                         By:       /s/ Martin J. Joyce, Jr.
                                             -----------------------------------
                                         Name:  Martin J. Joyce, Jr.
                                         Title: Senior Vice President

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