Northern Trust (NTRS)

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On July 21, 2009, Northern Trust Corporation (the “Company”) filed a Certificate of Elimination of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Secretary of State”) to eliminate its Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), whose outstanding shares the Company repurchased on June 17, 2009, as disclosed previously. The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware. The Certificate of Elimination, effective upon filing, had the effect of eliminating from the Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations of the Series B Preferred Stock with respect to such series, which was previously filed by the Company with the Secretary of State on November 13, 2008 (the “Certificate of Designations”). Accordingly, the 1,576,000 shares of Series B Preferred Stock previously reserved for issuance under the Certificate of Designations resumed their status as authorized but unissued shares of preferred stock of the Company upon filing of the Certificate of Elimination.

A copy of the Certificate of Elimination is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

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On June 17, 2009, Northern Trust Corporation (the “Company”) entered into a Repurchase Letter Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (the “Treasury”), pursuant to which the Company repurchased all 1,576,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value and with a liquidation preference of $1,000 per share (the “Preferred Shares”), for an aggregate repurchase price of $1.576 billion plus a final accrued dividend. Previously, the Company had issued and sold to the Treasury (i) the Preferred Shares and (ii) a ten-year warrant (the “Warrant”) to purchase up to 3,824,624 shares of the Company’s common stock, par value $1.66 2/3 per share (the “Common Stock”), at an exercise price of $61.81 per share, for an aggregate purchase price of $1.576 billion in cash, pursuant to the terms of a Letter Agreement, dated November 14, 2008, and the Securities Purchase Agreement – Standard Terms attached thereto (collectively, the “Securities Purchase Agreement”), as part of the Treasury’s Troubled Asset Relief Program Capital Purchase Program.

The repayment is expected to reduce the Company’s net income applicable to common stock by approximately $68.6 million in the second quarter of 2009. This one time reduction is attributable to the accelerated recognition of the remaining difference between the carrying value of the Preferred Shares and their liquidation preference and is in addition to dividends on the Preferred Shares of $19.5 million that were recorded in the current quarter through the redemption date.

Also on June 17, 2009, the Company delivered to the Treasury a notice of intent to repurchase the Warrant in accordance with the terms of the Securities Purchase Agreement. Under the terms of the Repurchase Agreement, if the Company and the Treasury fail to agree on the fair market value of the Warrant pursuant to the procedures and in accordance with the time periods set forth in the Securities Purchase Agreement, or if the Company revokes the delivery of its Warrant Repurchase Notice, the Company must issue and deliver to the Treasury a substitute warrant in substantially the form of the Warrant, except with the deletion of Section 13(H) of the Warrant, within five calendar days of such occurrence.

A copy of the Repurchase Agreement is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

On June 17, 2009, the Company issued a press release announcing the Preferred Stock repurchase transaction and warrant repurchase notice described above. A copy of the press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

(d) Exhibits.

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On June 9, 2009, Northern Trust Corporation (the “Company”) issued a press release announcing that it has received approval from the United States Department of the Treasury (the “Treasury”) to repurchase all 1,576,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value and a liquidation preference of $1,000 per share, it issued and sold to the Treasury on November 14, 2008, as part of the Treasury’s Troubled Asset Relief Program Capital Purchase Program. A copy of the press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

(d) Exhibits.

2

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On April 28, 2009, Northern Trust Corporation (the “Company”) entered into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters listed therein (the “Common Stock Underwriters”) with respect to the offering and sale of 17,250,000 shares of common stock of the Company, par value $1.66  ²/3 per share (the “Offered Shares”), including 2,250,000 shares pursuant to the option granted to the Common Stock Underwriters to cover over-allotments. On April 28, 2009, the Common Stock Underwriters exercised in full their option to purchase the additional 2,250,000 shares. On May 1, 2009, the public offering and sale of all the Offered Shares was consummated.

Certain of the Common Stock Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, including participating in the public offering of Notes, for which they received or will receive customary fees and expenses.

On April 28, 2009, the Company also entered into an Underwriting Agreement (the “Notes Underwriting Agreement,” and, together with the Common Stock Underwriting Agreement, the “Agreements”) with Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters listed therein (the “Notes Underwriters”) with respect to the offering and sale of $500 million of 4.625% Notes due 2014 (the “Notes”). The Notes will be issued under an Indenture dated August 15, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee. On May 1, 2009, the public offering and sale of the Notes was consummated.

Certain of the Notes Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, including participating in the public offering of Offered Shares, for which they received or will receive customary fees and expenses. In addition, the Company’s broker-dealer subsidiary has referral agreements with certain of the Notes Underwriters under which it may refer securities underwriting opportunities to those underwriters, for which it would receive a referral fee.

The Agreements contain customary representations, warranties and covenants that are valid as between the parties and as of the date of entering such agreements and are not factual information to investors about the Company.

The offerings of the Notes and the Offered Shares were registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-152678). The above descriptions of the Common Stock Underwriting Agreement and the Notes Underwriting Agreement are qualified in their entirety by reference to the full text of the respective agreement. Copies of the Common Stock Underwriting Agreement, the Notes Underwriting Agreement and the Form of Note are incorporated herein by reference and are attached to this Report on Form 8-K as Exhibits 1.1, 1.2 and 4, respectively.

(d) Exhibits.

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On April 28, 2009, Northern Trust Corporation (the “Company”) issued a press release announcing it has priced a public offering of common stock to the public for total gross proceeds of approximately $750 million. Additionally, the Company today began offering approximately $500 million of senior notes. The consummation of the common stock offering is not conditioned upon the concurrent consummation of the offering of notes, and vice versa. A copy of the press release is attached hereto as Exhibit 99 and is incorporated into Item 7.01 of this Current Report on Form 8-K by reference.

The information in this Form 8-K, including Exhibit 99, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

(d) Exhibits.

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On April 27, 2009, Northern Trust Corporation (the “Company”) issued a press release announcing that it has commenced a public offering of $750 million of its common stock for sale to the public. Additionally, the Company announced that it intends to sell approximately $500 million of senior notes as soon as practicable. The consummation of the common stock offering is not conditioned upon the concurrent consummation of the offering of notes, and vice versa. A copy of the press release is attached hereto as Exhibit 99 and is incorporated into Item 7.01 of this Current Report on Form 8-K by reference.

The information in this Form 8-K, including Exhibit 99, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

(d) Exhibits.

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On November 14, 2008, Northern Trust Corporation (the “Company”), as part of the U.S. Department of the Treasury (“Treasury”) Troubled Asset Relief Program Capital Purchase Program, issued and sold, pursuant to the terms of a Letter Agreement, dated November 14, 2008 and the Securities Purchase Agreement – Standard Terms attached thereto (collectively, the “Securities Purchase Agreement”) to Treasury (i) 1,576,000 shares (the “Preferred Shares”) of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value and having a liquidation preference of $1,000 per share, and (ii) a ten-year warrant (the “Warrant”) to purchase up to 3,824,624 shares of the Company’s common stock, par value $1.66 2/3 per share (the “Common Stock”), at an exercise price of $61.81 per share, for an aggregate purchase price of $1.576 billion in cash. All of the proceeds will be treated as Tier 1 capital for regulatory purposes. The issuance and sale of these securities was a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter, but will be paid only if, as and when declared by the Company’s Board of Directors. The Preferred Shares have no maturity date and rank senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. The Preferred Shares are redeemable at the option of the Company at 100% of their liquidation preference, provided that the Preferred Shares may be redeemed prior to the first dividend payment date falling after the third anniversary of the Closing Date (November 14, 2011) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings (as defined in the Securities Purchase Agreement) in excess of $394.0 million and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings.

The Treasury may not transfer a portion or portions of the Warrant with respect to, and/or exercise the Warrant for more than one-half of, the 3,824,624 shares of Common Stock issuable upon exercise of the Warrant, in the aggregate, until the earlier of (i) the date on which the Company has received aggregate gross proceeds of not less than $1.576 billion from one or more Qualified Equity Offerings and (ii) December 31, 2009. In the event the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds of not less than $1.576 billion, the number of the shares of Common Stock underlying the portion of the Warrant then held by the Treasury will be reduced by one-half of the shares of Common Stock originally covered by the Warrant. Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.

The Securities Purchase Agreement pursuant to which the Preferred Shares and the Warrant were sold, contains limitations on the payment of dividends on the Common Stock (including with respect to the payment of cash dividends in excess of $0.28 per share, which is the amount of the last regular dividend declared by the Company). In addition, in the Securities Purchase Agreement, the Company agreed that, until such time as Treasury ceases to own any securities acquired from the Company pursuant to the Securities Purchase Agreement, the Company will take all necessary action to ensure that its benefit plans with respect to its Senior Executive Officers (as defined in the Securities Purchase Agreement) comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by any guidance or regulation under Section 111(b) of EESA that has been issued and is in effect as of the date of issuance of the Series B Preferred Shares and the Warrant and not adopt any benefit plans with respect to, or which cover, its Senior Executive Officers that do not comply with EESA. The applicable Senior Executive Officers of the Company have entered into letter agreements with the Company consenting to the foregoing.

Copies of the Securities Purchase Agreement, the form of Warrant, the Certificate of Designations with respect to the Preferred Shares and the form of letter agreement executed by the Senior Executive Officers are included as exhibits to this Current Report on Form 8-K and are incorporated by reference into these Items 1.01, 3.02, 3.03 and 5.02. The foregoing summary of certain provisions of these documents is qualified in its entirety by reference thereto.

On November 13, 2008, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations to its Restated Certificate of Incorporation establishing the designation, powers, preferences and rights of the Preferred Shares. The Certificate of Designations was effective immediately upon filing. A copy of the Certificate of Designations is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

On November 17, 2008, the Company issued a press release regarding the issuance and sale of the Preferred Shares and Warrant. A copy of the press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

(d) Exhibits.

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On November 11, 2008, Northern Trust Corporation (the “Corporation”) announced that William A. Osborn, Chairman of the Corporation and its principal subsidiary, The Northern Trust Company, is retiring as an executive officer of the company. Mr. Osborn will continue to serve as Chairman of the Board of Directors. On November 11, 2008, the Corporation issued a press release regarding the matters described above, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

(d) Exhibits.