Northern Trust Corp Sample Contracts

AS LANDLORD AND
Lease Agreement • March 16th, 2001 • Northern Trust Corp • State commercial banks • Georgia
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Exhibit 4.13 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • May 20th, 2003 • Northern Trust Corp • State commercial banks • Delaware
Exhibit 99.2 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT Amendment No. 2 to the Rights Agreement, dated as of February 16, 1999 (this "Amendment"), by and between Northern Trust Corporation, a Delaware corporation (the "Company"), and Norwest Bank...
Rights Agreement • February 19th, 1999 • Northern Trust Corp • State commercial banks

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT Amendment No. 2 to the Rights Agreement, dated as of February 16, 1999 (this "Amendment"), by and between Northern Trust Corporation, a Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A., a national banking association (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into a Rights Agreement, dated as of July 21, 1998, as amended by Amendment No. 1 to the Rights Agreement, dated as of November 18, 1998 (as so amended, the "Agreement"); WHEREAS, pursuant to Section 27 of the Agreement, the Company has determined to modify the terms of the Agreement in certain respects. NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and hereby is amended in the following manner: Section 1. Amendment of "Certain Definitions" Section. (a) Section 1(a) of the Agreement is hereby amended

by and between
Guarantee Agreement • May 20th, 2003 • Northern Trust Corp • State commercial banks • Illinois
WITNESSETH THAT:
Lease • March 16th, 2001 • Northern Trust Corp • State commercial banks
TRUST AGREEMENT OF NTC CAPITAL IV
Trust Agreement • May 20th, 2003 • Northern Trust Corp • State commercial banks • Delaware
Exhibit 99.1 FIFTH AMENDMENT TO RIGHTS AGREEMENT Fifth Amendment to Rights Agreement (this "Amendment") entered into as of this 16th day of February, 1999, by and between Northern Trust Corporation, a Delaware corporation (the "Company"), and Norwest...
Rights Agreement • February 19th, 1999 • Northern Trust Corp • State commercial banks

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first written above. Attest: NORTHERN TRUST CORPORATION

Exhibit 10(ii) Amendment to Consulting Agreement This Amendment, dated as of April 15, 2003, amends that certain Consulting Agreement, dated as of February 1, 2003, by and between Northern Trust Corporation, a Delaware corporation ("Northern") and...
Consulting Agreement • August 1st, 2003 • Northern Trust Corp • State commercial banks

This Amendment, dated as of April 15, 2003, amends that certain Consulting Agreement, dated as of February 1, 2003, by and between Northern Trust Corporation, a Delaware corporation ("Northern") and Barry G. Hastings ("Consultant").

AMENDMENT OF ------------- THE TERM LOAN AGREEMENT -----------------------
Term Loan Agreement • November 12th, 1999 • Northern Trust Corp • State commercial banks
RECITALS:
Lease • November 4th, 2002 • Northern Trust Corp • State commercial banks
AMONG
Trust Agreement • January 22nd, 1997 • Northern Trust Corp • State commercial banks • Delaware
Exhibit 4.11 THE NORTHERN TRUST COMPANY Promissory Note and Security Agreement NORTHERN TRUST THRIFT-INCENTIVE PLAN
Northern Trust Corp • February 8th, 1996 • State commercial banks

The Creditor will withhold the amount of each payment from the Borrower's pay each payday until the loan is paid in full. The Borrower has the right to pay this loan off in its entirety at any time without penalty. If the Borrower fails to make a payment when due, for any reason ceases to be in the employ of an employer participating in The Thrift-Incentive Plan or at the death of the Borrower the entire balance together will all accrued interest shall, at our option, become immediately due and payable without notice to Borrower. If the borrower's employment so terminates, the Creditor shall have the right to apply all or any part of the balance of the Borrower's account in The Northern Trust Company Thrift-Incentive Plan to the balance the Borrower owes the Creditor under this note.

SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • November 17th, 2008 • Northern Trust Corp • State commercial banks • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

NORTHERN TRUST CORPORATION (Delaware corporation) 6.125% Subordinated Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 2022 • Northern Trust Corp • State commercial banks • New York
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LEASE WITH THE NORTHERN TRUST COMPANY TENANT
Exhibit Number • March 16th, 2001 • Northern Trust Corp • State commercial banks
FORM OF NEW DIRECTOR STOCK AGREEMENT UNDER THE AMENDED AND RESTATED NORTHERN TRUST CORPORATION 2002 STOCK PLAN
Director Stock Agreement • April 29th, 2011 • Northern Trust Corp • State commercial banks • Illinois

The Amended and Restated Northern Trust Corporation 2002 Stock Plan (“Plan”) provides in Section 10 of the Plan for the awarding of stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of the Corporation or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

FORM OF DIRECTOR PRORATED STOCK AGREEMENT UNDER THE NORTHERN TRUST CORPORATION 2012 STOCK PLAN
Stock Agreement • April 30th, 2012 • Northern Trust Corp • State commercial banks • Delaware

The Northern Trust Corporation 2012 Stock Plan (“Plan”) provides in Section 10 of the Plan for the awarding of stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of the Corporation or its Subsidiaries (collectively, the “Corporation”), as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

AMENDMENT NO. 3 TO CAPITAL SUPPORT AGREEMENT
Capital Support Agreement • February 27th, 2009 • Northern Trust Corp • State commercial banks

This Amendment No. 3 (the “Amendment”) to the Capital Support Agreement, is made as of the 24th day of February 2009, by and between NORTHERN TRUST CORPORATION (the “Support Provider”) and NORTHERN INSTITUTIONAL FUNDS (the “Trust”), on behalf of its series the Prime Obligations Portfolio (the “Fund”).

CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN FUNDS AND NORTHERN INSTITUTIONAL FUNDS UNDER RULE 81(b), 17 C.F.R. 81(b) CAPITAL SUPPORT AGREEMENT
Capital Support Agreement • February 22nd, 2008 • Northern Trust Corp • State commercial banks • Illinois

THIS CAPITAL SUPPORT AGREEMENT (this “Agreement”) is made as of February 21, 2008, by and between Northern Trust Corporation (the “Support Provider”) and Northern Institutional Funds (the “Trust”) on behalf of its series the Prime Obligations Portfolio (the “Fund”).

EMPLOYMENT SECURITY AGREEMENT (Tier 1)
Employment Security Agreement • October 30th, 2007 • Northern Trust Corp • State commercial banks • Illinois

THIS EMPLOYMENT SECURITY AGREEMENT (this “Agreement”) is entered into [insert date] between NORTHERN TRUST CORPORATION, a Delaware corporation (the “Company”), and [insert name of executive] (the “Executive”).

INSTRUMENT OF REMOVAL AND APPOINTMENT OF DELAWARE TRUSTEE AND PROPERTY TRUSTEE
Northern Trust Corp • July 31st, 2008 • State commercial banks • Delaware

This Instrument of Removal and Appointment of Delaware Trustee and Property Trustee, effective as of July 31, 2008, is entered into by and among Northern Trust Corporation (the “Depositor”), BNY Mellon Trust of Delaware (the “Successor Delaware Trustee”) and The Bank of New York Mellon Trust Company, N.A. (the “Successor Property Trustee”). The parties hereto hereby agree as follows:

EMPLOYMENT SECURITY AGREEMENT Tier 1
Employment Security Agreement • July 29th, 2011 • Northern Trust Corp • State commercial banks • Illinois

THIS EMPLOYMENT SECURITY AGREEMENT (this “Agreement”) is entered into this day of [ ], 2011, between NORTHERN TRUST CORPORATION, a Delaware corporation (the “Company”), and (the “Executive”).

NORTHERN TRUST CORPORATION (Delaware corporation)
Purchase Agreement • August 8th, 2008 • Northern Trust Corp • State commercial banks • New York

Northern Trust Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and UBS Securities LLC (“UBS Securities”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and UBS Securities are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $400,000,000 aggregate principal amount of the Company’s 5.50% Notes due August 15, 2013 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of August 15, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (a

August 27, 1999
Northern Trust Corp • November 12th, 1999 • State commercial banks
FORM OF DIRECTOR STOCK UNIT AGREEMENT UNDER THE NORTHERN TRUST CORPORATION 2017 LONG-TERM INCENTIVE PLAN
Director Stock Unit Agreement • May 2nd, 2017 • Northern Trust Corp • State commercial banks • Delaware

The Northern Trust Corporation 2017 Long-Term Incentive Plan (“Plan”) provides in Section 3 of the Plan for the awarding of restricted stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of Northern or its Subsidiaries, as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

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