Letter Agreement



 Exhibit 10.1 
 UNITED STATES DEPARTMENT OF THE TREASURY 
 1500 PENNSYLVANIA AVENUE, NW 
 WASHINGTON, D.C. 20220 

Dear Ladies and Gentlemen: 
 The company set forth on the
signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase
the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the
“Investor”) intends to purchase from the Company the Purchased Securities. 
 The purpose of this letter agreement is to
confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities
Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter
agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern. 
 Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased
Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto. 
 This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute
the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter
Agreement” referred to in the Securities Purchase Agreement. 
 This letter agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles
will be deemed as sufficient as if actual signature pages had been delivered. 
 * * * 







 In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized
representatives of the parties hereto as of the date written below. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary
for Financial Stability
	
	NORTHERN TRUST CORPORATION
		
	By:	 	 /s/ William R. Dodds, Jr.

	Name:	 	William R. Dodds, Jr.
	Title:	 	Executive Vice President and Treasurer


 Date: November 14, 2008 







 EXHIBIT A 
 SECURITIES PURCHASE AGREEMENT 







 SCHEDULE A 
 ADDITIONAL TERMS AND CONDITIONS 
  

			
	Company Information:	  	
		
	 Name of the Company:
	  	Northern Trust Corporation
		
	 Corporate or other organizational form:
	  	Corporation
		
	 Jurisdiction of Organization:
	  	Delaware
		
	 Appropriate Federal Banking Agency:
	  	Board of Governors of the Federal Reserve System
		
	 Notice Information:
	  	 Northern Trust Corporation
 50 South LaSalle Street, M-9

 Chicago, Illinois 60603
 Attention: Corporate
Secretary
 Telephone: (312) 444-3714
 Facsimile: (312) 444-4134


		
	Terms of the Purchase:	  	
		
	 Series of Preferred Stock Purchased:
	  	Fixed Rate Cumulative Perpetual Preferred Stock, Series B
		
	 Per Share Liquidation Preference of Preferred Stock:
	  	$1,000
		
	 Number of Shares of Preferred Stock Purchased:
	  	1,576,000
		
	 Dividend Payment Dates on the Preferred Stock:
	  	February 15, May 15, August 15 and November 15
		
	 Number of Initial Warrant Shares:
	  	3,824,624
		
	 Exercise Price of the Warrant:
	  	$61.81
		
	 Purchase Price:
	  	$1,576,000,000
		
	Closing:	  	
		
	 Location of Closing:
	  	 Simpson Thacher & Bartlett LLP
 425 Lexington Avenue

 New York, NY 10017

		
	 Time of Closing:
	  	9:00 a.m., New York time
		
	 Date of Closing:
	  	November 14, 2008
		
	 Wire Information for Closing:
	  	 ABA Number: 
 Bank:

 Account Name: 
 Account Number:

 Beneficiary: 









 SCHEDULE B 
 CAPITALIZATION 
  

			
	Capitalization Date:	  	October 31, 2008
		
	Common Stock	  	
		
	 Par value:
	  	$1.66 2/3
		
	 Total Authorized:
	  	560,000,000
		
	 Outstanding:
	  	223,077,269
		
	 Subject to warrants, options, convertible securities, etc.:
	  	18,013,332
		
	 Reserved for benefit plans and other issuances:
	  	21,041,115
		
	 Remaining authorized but unissued:
	  	336,922,731
		
	 Shares issued after Capitalization Date (other than pursuant to warrants, options, convertible securities, etc. as set forth
above):
	  	0
		
	Preferred Stock	  	
		
	 Par value:
	  	Without par value
		
	 Total Authorized:
	  	10,000,000
		
	 Outstanding (by series):
	  	0
		
	 Reserved for issuance:
	  	1,500,000 shares of Series A Junior Participating Preferred Stock
		
	 Remaining authorized but unissued:
	  	8,500,000








 SCHEDULE C 
 REQUIRED STOCKHOLDER APPROVALS 
  

					
	 	  	Required1	  	% Vote Required
	Warrants — Common Stock Issuance	  		  	
			
	 Charter Amendment
	  		  	
			
	 Stock Exchange Rules
	  		  	

 If no stockholder approvals are required, please so indicate by checking the box:  x. 
  

	 1
	 If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote.










 SCHEDULE D 
 LITIGATION 
 List any exceptions to the representation and warranty in Section 2.2(l) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 







 SCHEDULE E 
 COMPLIANCE WITH LAWS 
 List any exceptions to the representation and warranty in the second sentence of
Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 
 List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 







 SCHEDULE F 
 REGULATORY AGREEMENTS 
 List any exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x.