Exhibit (10)(ii)



 Exhibit (10)(ii) 

Rev. 8/11 

UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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. 
 IF THIS SUBORDINATED NOTE IS ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE FOLLOWING SHALL BE COMPLETED: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING SECTIONS 1272, 1273 AND 1275 OF THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, TO THIS SUBORDINATED NOTE. THE ISSUE DATE OF THIS SUBORDINATED NOTE IS             . THE ISSUE PRICE OF THIS SUBORDINATED NOTE IS
            % OF ITS PRINCIPAL AMOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SUBORDINATED NOTE IS $             PER
$1,000 OF THE INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS             %, AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT ALLOCABLE TO THE INITIAL SHORT ACCRUAL PERIOD, IF ANY, IS
$             PER $1,000 OF THE INITIAL PRINCIPAL AMOUNT, DETERMINED ON THE BASIS OF THE EXACT METHOD. 
  

			
	 No. SUB FLR
-                    
	 	REGISTERED
	 CUSIP
NO.:                    
	 	

 THE NORTHERN TRUST COMPANY 
 GLOBAL SUBORDINATED BANK NOTE 
 (Floating Rate) 

 

			
	 ORIGINAL ISSUE
DATE:                    
	 	PRINCIPAL AMOUNT:                    
		
	 INITIAL BASE RATE:
                     %
	 	MATURITY DATE:                    
	 INTEREST RATE
BASIS:                    
	 	INDEX MATURITY:                    
	 SPREAD AND/OR SPREAD
MULTIPLIER:                    
	 	 REGULAR RECORD DATES (If other
 than the 15th day prior to each Interest Payment Date):                    










			
	 MAXIMUM INTEREST RATE:
                     %
	 	MINIMUM INTEREST RATE:                      %
	 INTEREST PAYMENT
DATES:                    
	 	INTEREST PAYMENT PERIOD:                    
	 INTEREST RESET
DATES:                    
	 	INTEREST RESET PERIOD:                    
	 INITIAL REDEMPTION
DATE:                    
  

INITIAL REDEMPTION PERCENTAGE:
                     %
  

ORIGINAL ISSUE DISCOUNT NOTE:
  

                Yes:  
           No:            
 OTHER PROVISIONS:
	 	 ANNUAL REDEMPTION
 PERCENTAGE
REDUCTION:                     
  

OID AMOUNT:                    

 
 CALCULATION
AGENT:                    
  

ALTERNATE RATE EVENT
SPREAD:                    


 The Northern Trust Company, an Illinois banking corporation (the “Bank”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal amount specified on the face hereof in United States Dollars on the Maturity Date specified above and to pay interest thereon from the Original Issue Date specified
above or from the most recent interest payment date (or, if the Interest Reset Period specified above is daily or weekly, from, and including, the day following the most recent Regular Record Date) to which interest on this Subordinated Note (or any
predecessor Subordinated Note) has been paid or made available for payment (each, an “Interest Payment Date”), on the Interest Payment Dates specified above and at maturity or upon earlier redemption, if applicable, commencing on the first
Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date
following the Original Issue Date), at a rate per annum equal to the Initial Base Rate specified above, as adjusted by the addition or subtraction of the Spread, if any, specified above and/or by the multiplication by the Spread Multiplier, if any,
specified above, until the first Interest Reset Date following the Original Issue Date and, on and after such Interest Reset Date, at the rate determined in accordance with the provisions set forth herein, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the last rate in effect prior to any payment default on any overdue principal and premium, if any, and on any overdue installment of
interest. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date will be paid to the person in whose name this Subordinated Note (or any predecessor Subordinated Note) is registered at the close of
business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day (as defined below)) before such Interest Payment Date (unless otherwise 

specified on the face hereof); provided, however, that interest payable at maturity or upon earlier redemption, if applicable, will be payable to the
person to whom principal shall be payable. 







 Payment of principal of, and premium, if any, and interest on, this Subordinated Note will
be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain a paying agent (the “Paying Agent”)
authorized by the Bank to pay the principal of, and premium, if any, and interest on, this Subordinated Note on behalf of the Bank and having an office or agency (the “Paying Agent Office”) in The City of New York or the City of Chicago,
Illinois (the “Place of Payment”), where this Subordinated Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Subordinated Note may be served. The Bank
has initially appointed itself as such Paying Agent, with the Paying Agent Office currently located at 50 South LaSalle Street (Level BB-A), Chicago, Illinois 60675, Attention: Securities Services. 

THIS SUBORDINATED NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED GENERAL OBLIGATION OF THE BANK. THIS SUBORDINATED NOTE IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, IS NOT A DEPOSIT OF, OR GUARANTEED BY, THE BANK, AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. THIS SUBORDINATED NOTE IS SUBORDINATE TO THE CLAIMS OF
DEPOSITORS AND GENERAL CREDITORS OF THE BANK. 
 Payment of the principal of, and premium, if any, and interest on, this
Subordinated Note due at maturity or upon earlier redemption, if applicable, will be made in immediately available funds upon presentation and surrender of this Subordinated Note to the Paying Agent at the Paying Agent Office in the Place of
Payment; provided that this Subordinated Note is presented to the Paying Agent in time for the Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Subordinated Note (other than at maturity or upon
earlier redemption) will be made by wire transfer to such account as has been appropriately designated to the Paying Agent by the person entitled to such payments. 
 This Subordinated Note is one of a duly authorized issue of Subordinated Bank Notes due from five to fifteen years from date of issue of the Bank (herein called the “Subordinated Notes”).

 Unless otherwise indicated on the face hereof, if the rate of interest on this Subordinated Note resets daily, weekly or
monthly, the Interest Payment Date for this Subordinated Note will be the third Wednesday of each month or the third Wednesday of March, June, September and December of each year; if the rate of interest on this Subordinated Note resets quarterly,
the Interest Payment Date for this Subordinated Note will be the third Wednesday of March, June, September and December of each year; if the rate of interest on this 







 
Subordinated Note resets semi-annually, the Interest Payment Date for this Subordinated Note will be the third Wednesday of each of two months of each year specified on the face hereof that are
six months apart; and if the rate of interest on this Subordinated Note resets annually, the Interest Payment Date for this Subordinated Note will be the third Wednesday of the month specified on the face hereof. If any Interest Payment Date (unless
it is also the Maturity Date) for this Subordinated Note falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day; provided, however, that, if the Interest Rate Basis specified on
the face hereof is LIBOR and such next succeeding Business Day is in the next succeeding calendar month, such Interest Payment Date (unless it is also the Maturity Date) will be the immediately preceding Business Day. If any Maturity Date or date of
earlier redemption or repayment of this Subordinated Note falls on a day that is not a Business Day, the related payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment
were due, and no interest shall accrue on the amount so payable for the period from and after such Maturity Date or date of earlier redemption or repayment. “Business Day” means any day other than a Saturday, Sunday or a day on which
banking institutions in The City of New York or the City of Chicago, Illinois generally are authorized or obligated by law or executive order to close, and with respect to Subordinated Notes with respect to which the Interest Rate Basis specified on
the face hereof is LIBOR, any day on which dealings in U.S. dollars are transacted in the London interbank market (a “London Business Day”). 
 The indebtedness of the Bank evidenced by this Subordinated Note, including principal and interest, is unsecured and subordinate and junior in right of payment to the Bank’s obligations to its
depositors, its obligations under bankers’ acceptances and letters of credit, and its obligations to its other creditors (including any obligations to any Federal Reserve Bank and the Federal Deposit Insurance Corporation), whether now
outstanding or hereafter incurred, other than any obligations which rank on a parity with, or junior to, the Subordinated Notes. In the event of any insolvency proceeding, receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of the Bank, whether voluntary or involuntary, all such obligations (except obligations which rank on a parity with, or junior to, the Subordinated Notes)
shall be entitled to be paid in full before any payment shall be made on account of the principal of, or interest on, the Subordinated Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to such prior
obligations, the holders of the Subordinated Notes, together with the holders of any obligations of the Bank ranking on a parity with the Subordinated Notes, shall be entitled to be paid, from the remaining assets of the Bank, the unpaid principal
of, and the unpaid interest on, the Subordinated Notes or such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking
junior to the Subordinated Notes. 
 The Subordinated Notes shall rank on a parity with (i) the $700,000,000 aggregate
principal amount of subordinated indebtedness represented by $200,000,000 aggregate principal amount of 4.60% Subordinated Notes due 2013, $200,000,000 aggregate principal amount of 5.85% Subordinated Notes due 2017, and $300,000,000 aggregate
principal amount of 6.50% 







 
Subordinated Notes due 2018, (ii) the £150,000,000 aggregate principal amount of 5.375% Subordinated Notes due 2015 that were issued in 2005, (iii) the $200,000,000 aggregate
principal amount of floating rate subordinated notes due 2017 issued in 2007 to Northern Trust Corporation, (iv) the $750,000,000 aggregate principal amount of fixed rate senior notes due 2016 issued in 2011 to the Northern Trust Corporation,
and (v) such other obligations which may be issued by the Bank which are specifically designated as ranking on a parity with the Subordinated Notes by express provision in the instruments creating or evidencing such obligations. 

This Subordinated Note will not be subject to any sinking fund. If so provided on the face of this Subordinated Note and subject to the
approval of the Federal Reserve Bank of Chicago, this Subordinated Note may be redeemed by the Bank on and after the Initial Redemption Date, if any, specified on the face hereof. If no Initial Redemption Date is specified on the face hereof, this
Subordinated Note may not be redeemed prior to the Maturity Date. On and after the Initial Redemption Date, if any, and subject to the approval of the Federal Reserve Bank of Chicago, this Subordinated Note may be redeemed at any time either in
whole or in part from time to time in increments of $1,000 (provided that any remaining principal amount hereof shall be at least $250,000) at the option of the Bank at the applicable Redemption Price (as defined below), together with accrued and
unpaid interest hereon at the applicable rate borne by this Subordinated Note to the date of redemption (each such date, a “Redemption Date”), on written notice given not more than 60 nor less than 30 calendar days prior to the Redemption
Date by the Bank to the registered holder hereof. Whenever less than all the Subordinated Notes at any time outstanding are to be redeemed, the terms of the Subordinated Notes to be so redeemed shall be selected by the Bank. If less than all the
Subordinated Notes with identical terms at any time outstanding are to be redeemed, the Subordinated Notes to be so redeemed shall be selected by the Paying Agent by lot or in any usual manner approved by it. In the event of redemption of this
Subordinated Note in part only, a new Subordinated Note for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof. 
 The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof of the principal amount of this Subordinated Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date specified on the face hereof by the Annual Redemption Percentage Reduction, if any, specified on the face hereof, of the principal amount to be redeemed until the Redemption Price is 100% of such
principal amount. 
 This Subordinated Note will not be repayable at the option of the holder hereof prior to maturity.

 The rate of interest on this Subordinated Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually
(each such period, an “Interest Reset Period” for this Subordinated Note, and the first calendar day of an Interest Reset Period, an “Interest Reset Date”), as specified on the face hereof. Unless otherwise indicated on the face
hereof, if this Subordinated Note resets daily, the Interest Reset Date will be each Business Day; if this 







 
Subordinated Note resets weekly and the Interest Rate Basis is not the Treasury Rate, the Interest Reset Date will be the Wednesday of each week; if this Subordinated Note resets weekly and the
Interest Rate Basis is the Treasury Rate, the Interest Reset Date will be the Tuesday of each week (except as provided below); if this Subordinated Note resets monthly, the Interest Reset Date will be the third Wednesday of each month; if this
Subordinated Note resets quarterly, the Interest Reset Date will be the third Wednesday of March, June, September and December; if this Subordinated Note resets semi-annually, the Interest Reset Date will be the third Wednesday of each of two months
of each year which are six months apart, as specified on the face hereof; and if this Subordinated Note resets annually, the Interest Reset Date will be the third Wednesday of one month of each year, as specified on the face hereof; provided,
however, that the base rate in effect from the Original Issue Date to the first Interest Reset Date will be the Initial Base Rate specified on the face hereof. If any Interest Reset Date with respect to this Subordinated Note would otherwise be a
day that is not a Business Day, such Interest Reset Date will be the next succeeding Business Day, except that in the case that the Interest Rate Basis specified on the face hereof is LIBOR, if such Business Day is in the next succeeding calendar
month, such Interest Reset Date will be the immediately preceding Business Day. 
 All calculations relating to this
Subordinated Note will be made by the “Calculation Agent.” The Bank will serve as Calculation Agent for this Subordinated Note as of its Original Issue Date, unless otherwise specified on the face hereof. The Bank may appoint a different
institution to serve as Calculation Agent from time to time after the Original Issue Date of this Subordinated Note without the consent of the holder and without notice. 
 The Calculation Agent will determine the interest rate that takes effect on an Interest Reset Date by reference to the Interest Determination Date. Unless otherwise specified on the face hereof,
(i) if the Interest Rate Basis is not LIBOR or the Treasury Rate, the Interest Determination Date will be the second Business Day before the Interest Reset Date; (ii) if the Interest Rate Basis is LIBOR, the Interest Determination Date
will be the second London Business Day (as defined below) preceding the Interest Reset Date; and (iii) if the Interest Rate Basis is the Treasury Rate, the Interest Determination Date will be the day of the week in which the Interest Reset Date
falls on which treasury bills — i.e., direct obligations of the U.S. government — would normally be auctioned. Treasury bills are usually sold at auction on the Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday but may be held on the preceding Friday. If as the result of a legal holiday an auction is held on the preceding Friday, that Friday will be the Treasury Interest Determination Date relating to the
Interest Reset Date occurring in the next succeeding week. If the auction is held on a day that would otherwise be an Interest Reset Date, then the Interest Reset Date will instead be the first Business Day following the auction date. 

Unless the Interest Rate is LIBOR, the Calculation Agent will calculate the interest rate that takes effect on a particular Interest
Reset Date no later than the corresponding Interest Calculation Date. The Interest Calculation Date will be the earlier of (i) the tenth calendar day after the Interest Determination Date or, if that tenth calendar day is not a Business Day,
the next succeeding Business Day, and (ii) the Business Day immediately preceding the 







 
Interest Payment Date or the Maturity Date on which the next payment of interest will be due. The Calculation Agent need not wait until the relevant Interest Calculation Date to determine the
interest rate if the rate information it needs to make the determination is available from the relevant sources sooner. 
 For
each Interest Reset Period, the Calculation Agent will calculate the amount of accrued interest by multiplying the face amount of this Subordinated Note by an accrued interest factor for the Interest Reset Period. This factor will equal the sum of
the interest factors calculated for each day during the Interest Reset Period. The interest factor for each day will be expressed as a decimal and will be calculated by dividing the interest rate (also expressed as a decimal) applicable to that day
(i) by 360, if the Interest Rate Basis is the Commercial Paper Rate, the Prime Rate, LIBOR, the CD Rate or the Federal Funds Rate, or (ii) by the actual number of days in the year, if the Interest Rate Basis is the Treasury Rate or the CMT
Rate. 
 Upon the request of the holder of this Subordinated Note, the Calculation Agent will provide such holder with the
interest rate then in effect for this Subordinated Note and, if determined, the interest rate that will become effective on the next Interest Reset Date. The Calculation Agent’s determination of any interest rate, and its calculation of the
amount of interest for any Interest Reset Period, will be final and binding in the absence of manifest error. 
 All percentages
resulting from any calculation relating to this Subordinated Note will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point. For example, 9.876541% (or .09876541) would be rounded
down to 9.87654% (or .0987654) and 9.876545% (or .09876545) would be rounded up to 9.87655% (or .0987655). All amounts used in or resulting from any calculation relating to this Subordinated Note will be rounded upward or downward, as appropriate,
to the nearest cent, with one-half cent or more being rounded upward. 
 In determining the Base Rate that applies this
Subordinated Note during a particular Interest Reset Period, the Calculation Agent may obtain rate quotes from various banks or dealers active in the relevant market, as described in the following subsections. Those reference banks and dealers may
include the Calculation Agent itself, including the Bank, and its affiliates. 
 Except as otherwise provided herein, the rate
of interest on this Subordinated Note for each Interest Reset Date will be the rate determined in accordance with the provisions set forth under the applicable heading below corresponding to the Interest Rate Basis specified on the face hereof.
Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, specified on the face hereof and shall not be lower than the Minimum Interest Rate, if any, specified on the face hereof. In
addition, the interest rate hereon will in no event be greater than the maximum rate permitted by Illinois law, as the same may be modified by United States law of general application. 







 Commercial Paper Rate. If the Interest Rate Basis of this Subordinated Note is the
Commercial Paper Rate, this Subordinated Note will bear interest at a Base Rate equal to the Commercial Paper Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof. 

The Commercial Paper Rate will be the Money Market Yield (as defined below) of the rate, for the relevant Interest Determination Date,
for commercial paper having the Index Maturity (as defined below) specified on the face of this Subordinated Note, as published in H.15(519) (as defined below) under the heading “Commercial Paper — Nonfinancial.” If the Commercial
Paper Rate cannot be determined as described above, the following procedures will apply: 
 (i) If the rate
described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the Commercial Paper Rate
will be the rate, for the relevant Interest Determination Date, for commercial paper having the Index Maturity specified on the face of this Subordinated Note, as published in H.15 Daily Update (as defined below) or another recognized electronic
source used for displaying that rate, under the heading “Commercial Paper —Nonfinancial.” 
 (ii)
If the rate described above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 AM., New York City time, on the relevant Interest Determination Date, by three
leading U.S. dollar commercial paper dealers in New York City selected by the Calculation Agent for U.S. dollar commercial paper that has the relevant Index Maturity and is placed for an industrial issuer whose bond rating is “AA”, or the
equivalent, from a nationally recognized rating agency. 
 (iii) If fewer than three dealers selected by the
Calculation Agent are quoting as described above, the Commercial Paper Rate for the new Interest Reset Period will be the rate in effect for the prior Interest Reset Period. 
 LIBOR. If the Interest Rate Basis of this Subordinated Note is LIBOR, this Subordinated Note will bear interest at a Base Rate equal to LIBOR, as adjusted by the Spread or Spread Multiplier, if
any, specified on the face hereof. LIBOR will be the London interbank offered rate for deposits of U.S. dollars. LIBOR will be determined in the following manner 

(i) LIBOR will be the offered rate appearing on the Reuters Screen LIBOR01 Page (as defined below) as of 11:00 A.M.,
London time, on the relevant LIBOR Interest Determination Date, for deposits of U.S. dollars having the relevant Index Maturity beginning on the relevant Interest Reset Date 







 (ii) If no rate appears on the Reuters Screen LIBOR01 Page, then LIBOR will
be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant LIBOR Interest Determination Date, for deposits of U.S. dollars having the relevant Index Maturity, beginning on the relevant Interest Reset Date and
in a Representative Amount (as defined below), are offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent. The Calculation Agent will request the principal London office of each of
these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant LIBOR Interest Determination Date will be the arithmetic mean of the quotations. 

(iii) If fewer than two quotations are provided as described above, LIBOR for the relevant LIBOR Interest Determination
Date will be the arithmetic mean of the rates for loans of U.S. dollars having the relevant Index Maturity, beginning on the relevant Interest Reset Date and in a Representative Amount to leading European banks quoted, at approximately 11:00 A.M.,
New York City time, on that LIBOR Interest Determination Date, by three major banks in New York City selected by the Calculation Agent. 
 (iv) If fewer than three banks selected by the Calculation Agent are quoting as described above, LIBOR for the new Interest Reset Period will be the rate in effect for the prior Interest Reset Period.

 Treasury Rate. If the Interest Rate Basis of this Subordinated Note is the Treasury Rate, this Subordinated Note will
bear interest at a Base Rate equal to the Treasury Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof. 
 The Treasury Rate will be the rate for the auction, on the relevant Treasury Interest Determination Date, of treasury bills having the Index Maturity specified in the on the face of this Subordinated
Note, as that rate appears on Reuters Screen USAUCTION10 or USAUCTION11 under the heading “Investment Rate.” If the Treasury Rate cannot be determined in this manner, the following procedures will apply: 

(i) If the rate described above does not appear on either page at 3:00 P.M., New York City time, on the relevant Interest
Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the rate, for the relevant Interest Determination Date, for
the type of treasury bill described above, as published in H.15 Daily Update or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.” 

(ii) If the rate described in the prior paragraph does not appear in H.15 Daily Update or another recognized electronic
source at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Treasury Rate will be the Bond Equivalent Yield of the
auction rate, for the relevant Treasury Interest Determination Date and for treasury bills of the kind described above, as announced by the U.S. Department of the Treasury. 







 (iii) If the auction rate described in the prior paragraph is not so
announced by 3:00 P.M., New York City time, on the relevant Interest Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield of the rate, for the relevant Treasury Interest
Determination Date and for treasury bills having a remaining maturity closest to the specified Index Maturity, as published in H.15(519) under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.” 

(iv) If the rate described in the prior paragraph does not appear in H.15(519) at 3:00 P.M., New York City time, on the
relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Treasury Rate will be the rate, for the relevant Treasury Interest Determination Date and for
treasury bills having a remaining maturity closest to the specified Index Maturity, as published in H.15 Daily Update or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury
Bills/Secondary Market.” 
 (v) If the rate described in the prior paragraph does not appear in H.15 Daily
Update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Treasury Rate
will be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on the relevant Treasury Interest Determination Date, of three primary U.S. government securities dealers
in New York City selected by the Calculation Agent for the issue of treasury bills with a remaining maturity closest to the specified Index Maturity. 
 (vi) If fewer than three dealers selected by the Calculation Agent are quoting as described in the prior paragraph, the Treasury Rate in effect for the new Interest Reset Period will be the rate in effect
for the prior Interest Reset Period. 
 CMT Rate. If the Interest Rate Basis of this Subordinated Note is the CMT Rate,
this Subordinated Note will bear interest at a Base Rate equal to the CMT Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof. 
 The CMT Rate will be the rate displayed on the Designated CMT Reuters Screen Page (as defined below) under the heading “. . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . .
Mondays Approximately 3:45 P.M.,” under the column for the Designated CMT Index Maturity (as defined below), as follows: (a) if the Designated CMT Reuters Screen Page is Reuters Screen FRBCMT page, the rate for the relevant Interest
Determination Date, or (b) if the Designated CMT Reuters Screen Page is Reuters Screen FEDCMT page, the weekly or monthly average, as specified on the face of this Subordinated Note, for the week that ends immediately before the week in which
the relevant Interest 







 
Determination Date falls, or for the month that ends immediately before the month in which the relevant Interest Determination Date falls, as applicable. If the CMT Rate cannot be determined in
this manner, the following procedures will apply: 
 (i) If the applicable rate described above is not displayed
on the relevant Designated CMT Reuters Screen Page at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the CMT Rate will
be the applicable treasury constant maturity rate described above — that is, for the Designated CMT Index Maturity and for either the relevant Interest Determination Date or the weekly or monthly average, as applicable — as published in
H.15(519). 
 (ii) If the applicable rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the CMT Rate will be the treasury constant maturity rate, or other U.S. treasury
rate, for the Designated CMT Index Maturity and with reference to the relevant Interest Determination Date, that (a) is published by the Board of Governors of the Federal Reserve System, or the U.S. Department of the Treasury, and (b) is
determined by the Calculation Agent to be comparable to the applicable rate formerly displayed on the Designated CMT Reuters Screen Page and published in H.15(519). 

(iii) If the rate described in the prior paragraph does not appear at 3:00 P.M., New York City time, on the relevant
Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the CMT Rate will be the yield to maturity of the arithmetic mean of the offered rates, as of approximately
3:30 P.M., New York City time, on the relevant Interest Determination Date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent for the most recently issued treasury notes having an original
maturity of approximately the Designated CMT Index Maturity and a remaining term to maturity of not less than the Designated CMT Index Maturity minus one year, and in a Representative Amount. In selecting these offered rates, the Calculation Agent
will request quotations from five of these primary dealers and will disregard the highest quotation — or, if there is equality, one of the highest — and the lowest quotation — or, if there is equality, one of the lowest. Treasury
notes are direct, non-callable, fixed rate obligations of the U.S. government. 
 (iv) If the Calculation Agent
is unable to obtain three quotations of the kind described in the prior paragraph, the CMT rate will be the yield to maturity of the arithmetic mean of the offered rates, as of approximately 3:30 P.M., New York City time, on the relevant Interest
Determination Date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent for treasury notes with an original maturity longer than the Designated CMT Index Maturity, with a remaining term to maturity
closest to the Designated CMT Index Maturity and in a Representative Amount. In selecting these offered rates, the Calculation Agent will request quotations from five of these primary dealers and will disregard the highest quotation — or, if
there 







 
is equality, one of the highest — and the lowest quotation — or, if there is equality, one of the lowest. If two treasury notes with an original maturity longer than the Designated CMT
Index Maturity have remaining terms to maturity that are equally close to the Designated CMT Index Maturity, the Calculation Agent will obtain quotations for the treasury note with the shorter remaining term to maturity. 

(v) If fewer than five but more than two of these primary dealers are quoting as described in the prior paragraph, then
the CMT Rate for the relevant Interest Determination Date will be based on the arithmetic mean of the offered rates so obtained, and neither the highest nor the lowest of those quotations will be disregarded. 

(vi) If two or fewer primary dealers selected by the Calculation Agent are quoting as described above, the CMT Rate in
effect for the new Interest Reset Period will be the rate in effect for the prior Interest Reset Period. 
 CD Rate. If
the Interest Rate Basis of this Subordinated Note is the CD Rate, this Subordinated Note will bear interest at a Base Rate equal to the CD Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof. 

The CD Rate will be the rate, on the relevant Interest Determination Date, for negotiable U.S. dollar certificates of deposit having the
Index Maturity specified on the face of this Subordinated Note, as published in H.15(519) under the heading “CDs (Secondary Market).” If the CD Rate cannot be determined in this manner, the following procedures will apply: 

(i) If the rate described above does not appear in H15(519) at 3:00 P.M., New York City time, on the relevant Interest
Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the CD Rate will be the rate, for the relevant Interest Determination Date, described above as published in H.15 Daily Update or
another recognized electronic source used for displaying that rate, under the heading “CDs (Secondary Market).” 
 (ii) If the rate described above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless
the calculation is made earlier and the rate is available from one of those sources at that time), the CD Rate will be the arithmetic mean of the rates offered as of 10:00 A.M., New York City time, on the relevant Interest Determination Date, by
three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City, as selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major U.S. money center banks with a remaining maturity
closest to the specified Index Maturity, and in a Representative Amount. 
 (iii) If fewer than three dealers
selected by the Calculation Agent are quoting as described above, the CD Rate in effect for the new Interest Reset Period will be the rate in effect for the prior Interest Reset Period. 







 Federal Funds Rate. If the Interest Rate Basis of this Subordinated Note is the
Federal Funds Rate, this Subordinated Note will bear interest at a Base Rate equal to the Federal Funds Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof. 

The Federal Funds Rate will be the rate for U.S. dollar federal funds on the relevant Interest Determination Date, as published in
H.15(519) under the heading “Federal Funds (Effective),” as that rate is displayed on Reuters Screen FEDFUNDS1 Page. If the Federal Funds Rate cannot be determined in this manner, the following procedures will apply: 

(i) If the rate described above is not displayed on Reuters Screen FEDFUNDS1 Page at 3:00 P.M., New York City time, on the
relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the Federal Funds Rate, for the relevant Interest Determination Date, will be the rate described above as
published in H.15 Daily Update or another recognized electronic source used for displaying that rate, under the heading “Federal Funds (Effective).” 
 (ii) If the rate described above is not displayed on Reuters Screen FEDFUNDS1 Page and does not appear in H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on the
relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Federal Funds Rate will be the arithmetic mean of the rates for the last transaction in overnight, U.S.
dollar federal funds arranged, before 9:00 A.M., New York City time, on the relevant Interest Determination Date, by three leading brokers of U.S. dollar federal funds transactions in New York City selected by the Calculation Agent. 

(iii) If fewer than three brokers selected by the Calculation Agent are quoting as described above, the Federal Funds Rate
in effect for the new Interest Reset Period will be the rate in effect for the prior Interest Reset Period. 
 Prime
Rate. If the Interest Rate Basis of this Subordinated Note is the Prime Rate, this Subordinated Note will bear interest at a Base Rate equal to the Prime Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the face hereof.

 The Prime Rate will be the rate, for the relevant Interest Determination Date, published in H.15(519) under the heading
“Bank Prime Loan.” If the Prime Rate cannot be determined as described above, the following procedures will apply. 
 (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available
from that source at that time), then the Prime Rate will be the rate, for the relevant Interest Determination Date, as published in H.15 Daily Update or another recognized electronic source used for the purpose of displaying that rate, under the
heading “Bank Prime Loan.” 







 (ii) If the rate described above does not appear in H.15(519), H.15 Daily
Update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant Interest Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Prime Rate
will be the arithmetic mean of the rates of interest publicly announced by each bank appearing on the Reuters Screen US PRIME 1 Page (as defined below) as that bank’s prime rate or base lending rate, as of 11:00 A.M., New York City time, on the
relevant Interest Determination Date. 
 (iii) If fewer than four of these rates appear on the Reuters Screen US
PRIME 1 Page, the Prime Rate will be the arithmetic mean of the prime rates or base lending rates, as of the close of business on the relevant Interest Determination Date, of three major banks in New York City selected by the Calculation Agent. For
this purpose, the Calculation Agent will use rates quoted on the basis of the actual number of days in the year divided by a 360-day year. 
 (iv) If fewer than three banks selected by the Calculation Agent are quoting as described above, the Prime Rate for the new Interest Reset Period will be the rate in effect for the prior Interest Reset
Period. 
 Definitions of Terms Used in Interest Rate Bases. The terms listed below are defined as follows: 

“Bond Equivalent Yield” means a yield expressed as a percentage and calculated in accordance with the following formula:

             D x
N             x 100 
 360 - (D x
M)             
 where (i) “D” means the annual rate for treasury
bills quoted on a bank discount basis and expressed as a decimal, (ii) “N” means the number of days in the year, 365 or 366, as the case may be, and (iii) “M” means the actual number of days in the applicable Interest
Reset Period. 
 “Business Day” means, for purposes of calculating interest on this Subordinated Note, a day that is a
Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close and, if the Interest Rate Basis specified on the
face hereof is LIBOR, is also a London Business Day. 
 “Designated CMT Index Maturity” means the Index Maturity for a
Note having as its Interest Rate Basis the CMT Rate and will be the original period to maturity of a U.S. treasury security — either 1, 2, 3, 5, 7, 10, 20 or 30 years — specified in the applicable pricing supplement. If no such original
maturity period is so specified, the Designated CMT Index Maturity will be 2 years. 







 “Designated CMT Reuters Screen Page” means the Reuters Screen Page specified on
the face of this Subordinated Note (if the Interest Rate Basis is the CMT Rate) that displays treasury constant maturities as reported in H.15(519). If no Reuters Screen Page is so specified, then the applicable page will be Reuters Screen FEDCMT
Page. If Reuters Screen FEDCMT Page applies but this Subordinated Note does not specify whether the weekly or monthly average applies, the weekly average will apply. 
 “H.15(519)” means the weekly statistical release entitled “Statistical Release H.15 (519)” or any successor publication, published by the Board of Governors of the Federal Reserve
System. 
 “H.15 Daily Update” means the daily update of H.15(519) available through the world wide web site of the
Board of Governors of the Federal Reserve System, at http://www.federalreserve.gov/releases/h15/update or any successor site or publication. 
 “Index Maturity” means the period to maturity of the instrument or obligation on which the interest rate formula is based, as specified on the face of this Subordinated Note. 

“London Business Day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 “Money Market Yield” means a yield expressed as a percentage and calculated in accordance with the following
formula: 
             D x
360             x 100 
 360 - (D x
M)             
 where (a) “D” means the annual rate for commercial
paper quoted on a bank discount basis and expressed as a decimal, and (b) “M” means the actual number of days in the relevant Interest Reset Period. 
 “Representative Amount” means an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in the relevant market at the relevant time. 







 “Reuters Screen LIBOR01 Page” means the display on the Reuters Monitor Money Rates
Service, or any successor service, on the page designated as “LIBO” or any replacement page or pages on which London interbank rates of major banks for U.S. dollars are displayed. 

“Reuters Screen Page” means the display on Reuters, or any successor service, on the page or pages specified in this
Subordinated Note, or any replacement page or pages on that service. 
 “Reuters Screen US PRIME 1 Page” means the
display on the “US PRIME 1” page on the Reuters Monitor Money Rates Service, or any successor service, or any replacement page or pages on that service, for the purpose of displaying prime rates or base lending rates of major U.S. banks.

 References to particular headings on pages designated by the following terms include any successor or replacement heading or
headings as determined by the Calculation Agent: CMT Reuters Screen Page, H.15(519), H.15 Daily Update, Reuters Screen LIBOR01 Page, Reuters Screen US PRIME 1 Page or Reuters Screen Page. 

If this Subordinated Note is an Original Issue Discount Note and if an Event of Default with respect to this Subordinated Note shall have
occurred and be continuing, the Default Amount (as defined hereafter) of this Subordinated Note may be declared due and payable in the manner and with the effect provided herein. The ‘Default Amount” shall be equal to the adjusted issue
price as of the first day of the accrual period as determined under Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the United States Internal Revenue Code of 1986, as amended, in which the date of acceleration occurs
increased by the daily portion of the original issue discount for each day in such accrual period ending on the date of acceleration, as determined under Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the United States
Internal Revenue Code of 1986, as amended. Upon payment of (i) the amount of principal or premium, if any, so declared due and payable and (ii) interest on any overdue principal and overdue interest or premium, if any (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Bank’s obligations in respect of the payment of the principal of, and interest or premium, if any, on, this Subordinated Note shall terminate. 

In case any Subordinated Note shall at any time become mutilated, destroyed, lost or stolen and such Subordinated Note or evidence
satisfactory to the Bank of the loss, theft or destruction thereof (together with indemnity satisfactory to the Bank and such other documents or proof as may be required in the premises) shall be delivered to the Bank, a new Subordinated Note of
like tenor will be issued by the Bank in exchange for the Subordinated Note so mutilated, or in lieu of the Subordinated Note so destroyed or lost or stolen. All expenses and reasonable charges associated with procuring the indemnity referred to
above and with the preparation, authentication and delivery of a new Subordinated Note shall be borne by the holder of the 







 
Subordinated Note so mutilated, destroyed, lost or stolen. If any Subordinated Note which has matured or is about to mature shall become mutilated, destroyed, lost or stolen, the Bank may,
instead of issuing a substitute Subordinated Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Subordinated Note) upon compliance by the holder thereof with the provisions of this paragraph.

 No recourse shall be had for the payment of the principal of, premium, if any, or interest on, this Subordinated Note, for
any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, officer or director, as such, past, present or future, of the Bank or of any successor corporation, either directly or through the Bank or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released. 
 An “Event of Default” with respect to this Subordinated Note will occur if the Bank
shall consent to, or a court or other governmental agency shall enter a decree or order for, the appointment of a receiver or other similar official in any liquidation, insolvency or similar proceeding with respect to the Bank or all or
substantially all of its property and, in the case of a decree or order, such decree or order shall have remained in force for a period of 60 days. If an Event of Default shall occur and be continuing, the holder of this Subordinated Note may
declare the principal amount of, and accrued interest and premium, if any, on, this Subordinated Note due and payable immediately by written notice to the Bank. Upon such declaration and notice, such principal amount, accrued interest and premium,
if any, shall become due and payable seven calendar days after such notice. Any Event of Default with respect to this Subordinated Note may be waived by the holder hereof. No payment may be made on this Subordinated Note in the event of acceleration
resulting from an Event of Default without the prior written consent of the Federal Reserve Bank of Chicago. There is no right of acceleration in the case of a default in the payment of principal of, or interest on, this Subordinated Note or in the
performance of any other obligation of the Bank under this Subordinated Note or under any other security issued by the Bank. 

No provision of this Subordinated Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay the
principal, and premium, if any, and interest on, this Subordinated Note in U.S. dollars at the times, places and rate herein prescribed. 
 The Bank shall cause to be kept at the corporate trust office of the Subordinated Note Registrar designated below a register (the register maintained in such corporate trust office or any other office or
agency of the Bank in the Place of Payment herein referred to as the “Subordinated Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Bank shall provide for the registration of the Subordinated Notes
and of transfers of the Subordinated Notes. The Bank is hereby initially appointed “Subordinated Note Registrar” for the purposes of registering the Subordinated Notes and transfers of the Subordinated Notes as herein provided. 








 The transfer of this Subordinated Note is registrable in the Subordinated Note Register,
upon surrender of this Subordinated Note for registration of transfer at the office or agency of the Bank in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Paying
Agent duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. Notwithstanding the foregoing, the Bank shall not be required to register the transfer of any Subordinated Note that. has been called for redemption during a period beginning at the opening of business fifteen
calendar days before the day of mailing of a notice of such redemption and ending at the close of business on the day of such mailing. 
 No service charge shall be made for any such registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith. 
 The Subordinated Notes are issuable only in registered form without coupons in minimum denominations of $250,000
and any integral multiple of $1,000 in excess thereof. Each owner of a beneficial interest in this Subordinated Note is required to hold a beneficial interest in $250,000 principal amount or any integral multiple of $1,000 in excess thereof of this
Subordinated Note at all times. 
 Prior to due presentment of this Subordinated Note for registration of transfer, the Bank,
the Paying Agent or any agent of the Bank or the Paying Agent may treat the person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note be overdue, and neither the Bank, the
Paying Agent nor any such agent shall be affected by notice to the contrary. 
 All notices to the Bank under this Subordinated
Note shall be in writing and addressed to the Bank at 50 South LaSalle Street, Chicago, Illinois 60675, or to such other address of the Bank as the Bank may notify the holders of the Subordinated Notes. 

This Subordinated Note shall be governed by, and construed in accordance with, the laws of the State of Illinois. 

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed. 

 

			
	THE NORTHERN TRUST COMPANY
		
	By:	 	 
		 	Authorized Signatory









 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of the within Subordinated Note, shall be construed as though they
were written out in full according to applicable laws or regulations. 
  

							
	 TEN COM    
	  	 	-  	  	  	as tenants in common
	 TEN ENT
	  	 	-  	  	  	as tenants by the entireties
	 JT TEN
	  	 	-  	  	  	as joint tenants with right of survivorship and not as tenants in common

  

							
	 UNIF GIFT MIN ACT -
	  	 	  	Custodian	  	 
		  	                    (Cust)      
              	  		  	(Minor)
		  		  		  	
		  		  	under Uniform Gifts to Minors Act
		  		  	  

		  		  	(State)	  	

 Additional abbreviations may also be used 

though not in the above list. 







 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

(Please print or typewrite name and address, 
 including postal zip code, of assignee) 
 the within Subordinated Note and all rights thereunder,
and hereby irrevocably constitutes and appoints                     to transfer said Subordinated Note on the books of the Bank, with full power of
substitution in the premises. 

Dated:                     

Notice: The signature to this assignment must correspond with the name as written upon the face of the within Subordinated Note in every
particular, without alteration or enlargement or any change whatsoever. 

  
 20