EX-4.2



 Exhibit 4.2 
  

			
	Number: C-1	  	                     Shares
		
		  	 SEE REVERSE FOR IMPORTANT NOTICE

ON TRANSFER RESTRICTIONS AND
 OTHER
INFORMATION

		
		  	CUSIP 665859 864

 NORTHERN TRUST CORPORATION 

a Corporation Organized Under the Laws of the State of Delaware 

THIS CERTIFIES THAT Wells Fargo Bank, N.A., as depositary is the owner of
             fully paid and non-assessable shares of Series C Non-Cumulative Perpetual Preferred Stock, without par value, liquidation preference of $25,000 per share, of 

Northern Trust Corporation 
 (the
“Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Restated Certificate of Incorporation and the By-laws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Registrar.

 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. 

DATED                      

 

											
	Countersigned and Registered:	  		  		  		  	
					
	Registrar	  		  		  		  	  

	By:	 	  
	  		  	(SEAL)	  		  	 (Chairman of the Board/President)
  

 

		 		  		  		  		  	(Secretary/Assistant Secretary)








 IMPORTANT NOTICE 

The Corporation will furnish to any shareholder, on request, without charge and in writing, a full statement of the powers, designations and any preferences,
conversion and other rights, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is
authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such
rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Restated Certificate of Incorporation of the Corporation, as amended from time to
time, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Registrar. 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF 
 A REPLACEMENT CERTIFICATE. 

The following abbreviations, when used in the inscription on the face of this Certificate, 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	  	  

		  	(Custodian)	  		  	(Minor)

  

			
	under Uniform Gifts to Minors Act	  	  

		  	(State)


 Additional abbreviations by also be used though not in the above list. 

FOR VALUE RECEIVED,                  hereby sell, assign
and transfer unto 
  
  

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 

 
  

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) 

            
(            ) shares represented by this Certificate and do hereby irrevocably constitute and appoint             
Attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises. 
  

			
	Dated:             ,         	  	  

	In presence of:                 	  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.