Form of Letter Agreement with Senior Executive Officers



 Exhibit 10.3 
 November 14, 2008 
 [Name and Address] 
 Dear [Name], 
 Northern Trust Corporation (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This
purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”). 
 As a condition to the closing of the investment contemplated by the Participation Agreement, the Company is required to take certain actions with respect
to compensation arrangements of its senior executive officers. The Company has determined that you are or may be a senior executive officer for purposes of the CPP. To comply with the requirements of the CPP, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you agree as follows: 
  

	 	(1)	No Golden Parachute Payments. You will not be entitled to receive from the Company any golden parachute payment (as defined below) during any period in which the Treasury holds
an equity or debt position acquired from the Company in the CPP (the “CPP Covered Period”). The Company shall work with you between the date hereof and December 31, 2008 in order to determine the potential payments and benefits which
may be subject to the foregoing limitation and, if necessary, to determine the order in which such payments and benefits shall be reduced, if necessary. 

  

	 	(2)	Recovery of Bonus and Incentive Compensation. You will be required to and shall return to the Company any bonus or incentive compensation paid to you by the Company during the CPP
Covered Period if such bonus or incentive compensation is paid to you based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. 

  

	 	(3)	Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements , including your Employment Security
Agreement (all such plans, arrangements and agreements, the “Benefit Plans”) are hereby amended to the extent necessary to give effect to provisions (1) and (2) of this letter. 

 The Company is also required as a condition to participation in the CPP to review the Benefit Plans to ensure that the Benefit Plans do not encourage its
senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent that the Company determines that the Benefit Plans must be revised as a result of such review, you and the Company agree to
negotiate and effect such changes promptly and in good faith. 
  

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	 	(4)	Definitions and Interpretation. This letter shall be interpreted as follows: 

  

	 	•	 	 “Senior executive officer” means the Company’s “senior executive officers” as defined in Q&A 2 of the Interim Final Rule issued by the
Treasury at 31 CFR Part 30, effective on October 20, 2008 (the “Interim Final Rule”). 


  

	 	•	 	 “Golden parachute payment” shall have the meaning set forth in Q&A 9 of the Interim Final Rule. 


  

	 	•	 	 The term “Company” includes any entities treated as a single employer with the Company under Q&A 1 and Q&A 11 of the Interim Final Rule.



  

	 	•	 	 This letter is intended to, and shall be interpreted, administered and construed to comply with Section 111 of the Emergency Economic Stabilization Act of 2008
and the regulations and guidance promulgated thereunder (and, to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter).



  

	 	(5)	Miscellaneous. To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of the State of Illinois. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature. 

  

	 	(6)	If the Treasury does not purchase the securities contemplated by the Participation Agreement, then this letter shall be of no force or effect. In addition, upon such time as the
Treasury no longer holds securities or debt of the Company acquired under the CPP, this letter shall be of no further force or effect. If you cease to be a senior executive officer of the Company for purposes of the CPP, you shall be released from
the restrictions and obligations set forth in this letter to the extent permissible under the CPP. If it is determined that you are not a senior executive officer of the Company as of the date hereof, this letter shall be of no force or
effect. 

 Please indicate your agreement to the terms and conditions set forth in this letter by executing it and returning it
to [contact] by [date]. 
 [Signature page follows] 
  

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	Sincerely,
	
	NORTHERN TRUST CORPORATION
		
	By:	 	  

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


  

			
	Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.
		
	By:	 	  

	Name:	 	
	Title:	 	
	Date: November     , 2008

  

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