Repurchase Letter Agreement



 Exhibit 10.1 
 UST 4 
 UNITED STATES DEPARTMENT OF THE TREASURY 
 1500 Pennsylvania Avenue, NW 
 Washington, D.C.
20220 
 June 17, 2009 
 Ladies and
Gentlemen: 
 Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the
“Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the
“Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the
Investor the number of shares of the 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”). 
 In connection with the consummation of the repurchase (the “Repurchase”) by the Company from
the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009: 
 (a) The Company hereby acknowledges receipt from the Investor of the share
certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and 
 (b) The Investor hereby acknowledges
receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased
Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof. 
 The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable
securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant or Substitute Warrant (as defined below) with respect to, and/or exercise the Warrant or Substitute Warrant for, all or a portion of the number of shares of
Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take all steps as may be reasonably
requested by the Investor to facilitate any such Transfer. 
 In addition, the Company agrees that within 15 calendar days of the date hereof
the Company shall either (a) deliver to the Investor a notice of intent to repurchase the Warrant in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”), or
(b) issue and deliver to the Investor a new warrant, in substantially the form of the Warrant, except 









 UST 4 
  

 
with the deletion of Section 13(H) thereof, to purchase the number of shares of Common Stock into which the Warrant is then exercisable (the
“Substitute Warrant”), which Substitute Warrant shall be deemed the “Warrant” for all purposes under the Securities Purchase Agreement. 
 In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure),
and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Company shall deliver a Substitute Warrant to the Investor
within 5 calendar days of the earlier of the failure to agree on the Fair Market Value and the revocation of the Warrant Repurchase Notice. 
 Effective as of the date of receipt of the Substitute Warrant, if applicable, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Substitute Warrant.

 This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such
law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. 
 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 sufficient as if actual signature pages had been delivered. 
 [Remainder of this page intentionally left blank] 
  

 2 









 UST 4 
  

 In witness whereof, the parties have duly executed this letter agreement as of the date first written
above. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Duane Morse

	Name:	 	Duane Morse
	Title:	 	Chief Risk and Compliance Officer
	
	NORTHERN TRUST CORPORATION
		
	By:	 	 /s/ William R. Dodds, Jr.

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










 UST 4 
  

 SCHEDULE A 
 General Information: 
 Date of Letter Agreement incorporating the Securities Purchase Agreement: November 14, 2008

 Name of the Company: Northern Trust Corporation 
 Corporate or other organizational form of the Company: Corporation 
 Jurisdiction of organization of the
Company: Delaware 
 Number and series of preferred stock issued to the Investor at the Closing: 1,576,000 shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series B 
 Number of Initial Warrant Shares: 3,824,624 
 Terms of the Repurchase: 
 Number of Preferred Shares
repurchased by the Company: 1,576,000 
 Share certificate number (representing the Preferred Shares previously issued to the Investor at the
Closing): B 01 
 Per share Liquidation Amount of Preferred Shares: $1,000 
 Accrued and unpaid dividends on Preferred Shares: $7,004,444.44 
 Aggregate purchase price for Repurchased Preferred Shares: $1,583,004,444.44 
  

			
	Investor wire information for payment of purchase price:	  	The Bank of New York Mellon
		  	ABA # 021000018
		  	GLA/111567
		  	Ref: a/c #629904
		  	Ref: acct name: BETA EESA Preferred Account