0000073124-17-000190 Sample Contracts

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

• Contract Type
  Director Stock Unit Agreement
• Filed
  May 2nd, 2017
• Company
  Northern Trust Corp
• Industry
  State commercial banks
• Jurisdiction
  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.

FORM OF DIRECTOR PRORATED STOCK UNIT AGREEMENT UNDER THE NORTHERN TRUST CORPORATION 2017 LONG-TERM INCENTIVE PLAN

Prorated Stock Unit Agreement • May 2nd, 2017 • Northern Trust Corp • State commercial banks • Delaware

• Contract Type
  Prorated Stock Unit Agreement
• Filed
  May 2nd, 2017
• Company
  Northern Trust Corp
• Industry
  State commercial banks
• Jurisdiction
  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 (the “Board”). Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.