NORTHERN TRUST CORP, S-8, 1995-10-31

NORTHERN TRUST CORP
S-8, 1995-10-31
STATE COMMERCIAL BANKS

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<PAGE>

As filed with the Securities and Exchange Commission on October 31, 1995

Registration No. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------------------------
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 36-2723087
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

50 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675
(Address of principal executive offices, including zip code)

NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN
(Full title of the plan)

PETER L. ROSSITER
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHERN TRUST CORPORATION
50 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675
(Name and address of agent for service)

(312) 630-6000
(Telephone number, including area code, of agent for service)

WITH A COPY TO:

ROBERT J. MINKUS
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5584
---------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE OFFER- REGISTRATION FEE
REGISTERED PER SHARE (1) ING PRICE (1) (1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.66 2/3 per
share (including associated Preferred Stock
Purchase Rights) 111,428 $47.25 $5,264,973 $1,815.51
============================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(h) and 457(c) on the basis of $47.25 per
share, the average of the high and low sales prices quoted on the Nasdaq
National Market on October 26, 1995, as reported in the consolidated
reporting system.
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents which have been filed by Northern Trust
Corporation (the "Registrant") are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;

(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995; and

(c) The description of the Registrant's Common Stock, par value $1.66 2/3
per share, contained in a Registration Statement filed with the
Securities and Exchange Commission (the "Commission") pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"); and

(d) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A,
dated October 30, 1989.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law and Article Eighth
of the Registrant's Restated Certificate of Incorporation provide for
indemnification of the Registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended. The general effect of the provisions in the Registrant's Restated
Certificate of Incorporation and under the Delaware General Corporation Law is
to provide that the Registrant shall indemnify its directors and officers
against all liabilities and expenses reasonably incurred in connection with the
defense or settlement of any judicial or administrative proceedings in which
they become involved by reason of their status as corporate directors or
officers, if they

II-1
<PAGE>

acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Registrant. With respect to legal proceedings by or in the
right of the Registrant in which a director or officer is adjudged liable for
improper performance of his duty to the Registrant, indemnification is limited
by such provisions to that amount which is permitted by the court. In addition,
the Registrant has purchased insurance as permitted by Delaware law on behalf of
directors, officers, employees or agents, which may cover liabilities under the
Securities Act of 1933, as amended, and the Registrant has entered into
insurance maintenance agreements with its directors under which the Registrant
is obligated to maintain insurance coverage for directors at certain levels for
specified periods.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration statement on
page II-6 hereof.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating

II-2
<PAGE>

to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on October 31, 1995.

NORTHERN TRUST CORPORATION
(Registrant)

By: /s/ William A. Osborn
-----------------------------------
William A. Osborn
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ William A. Osborn Chairman of the Board, Chief October 31, 1995
- ------------------------ Executive Officer and Director
William A. Osborn (principal executive officer)

/s/ Perry R. Pero Senior Executive Vice President October 31, 1995
- ------------------------ and Chief Financial Officer
Perry R. Pero (principal financial officer)

/s/ Harry W. Short Senior Vice President and Control- October 31, 1995
- ------------------------ ler (principal accounting officer)
Harry W. Short

/s/ Dolores E. Cross* Director October 31, 1995
- ------------------------
Dolores E. Cross

/s/ Robert S. Hamada* Director October 31, 1995
- ------------------------
Robert S. Hamada

/s/ Barry G. Hastings Director October 31, 1995
- ------------------------
Barry G. Hastings
</TABLE>

II-4
<PAGE>

/s/ Robert A. Helman* Director October 31, 1995
- -------------------------
Robert A. Helman

/s/ Arthur L. Kelly* Director October 31, 1995
- -------------------------
Arthur L. Kelly

/s/ Ardis Krainik* Director October 31, 1995
- -------------------------
Ardis Krainik

/s/ Robert D. Krebs* Director October 31, 1995
- -------------------------
Robert D. Krebs

/s/ Frederick A. Krehbiel* Director October 31, 1995
- -------------------------
Frederick A. Krehbiel

/s/ William G. Mitchell* Director October 31, 1995
- -------------------------
William G. Mitchell

/s/ Harold B. Smith* Director October 31, 1995
- -------------------------
Harold B. Smith

/s/ William D. Smithburg* Director October 31, 1995
- -------------------------
William D. Smithburg

/s/ Bide L. Thomas* Director October 31, 1995
- -------------------------
Bide L. Thomas

* By: /s/ William A. Osborn
----------------------
William A. Osborn,
Attorney-in-fact
</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- -------

4.1 Northern Trust Corporation/RCB International
Long-Term Incentive Plan

4.2 Restated Certificate of Incorporation, as amended of
Northern Trust Corporation (incorporated by
reference to Exhibit 3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March
31, 1993).

4.3 By-Laws, as amended, of Northern Trust Corporation
(incorporated by reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).

4.4 Rights Agreement, dated as of October 17, 1989,
between Northern Trust Corporation and Harris
Trust & Savings Bank (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement
on Form 8-A, dated October 30, 1989).

5 Opinion of Schiff Hardin & Waite.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5).

24 Powers of Attorney.

II-6

<PAGE>

EXHIBIT 4.1

NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN

The Northern Trust Corporation/RCB International Inc. Long-Term Incentive Plan
(the "Plan") has been established by Northern Trust Corporation ("Northern") to
reward eligible employees of RCB International Inc., a wholly-owned subsidiary
of Northern, and its subsidiaries (collectively, "RCB"), as well as employees of
Northern and its subsidiaries who are assigned to the business of RCB, with
stock and cash awards upon satisfaction of specified conditions on or prior to
December 31, 2002 (the "Plan Period").

1. PURPOSE

The purpose of the Plan is to attract, retain and motivate key employees of
RCB through the payment of significant awards for (1) successful
achievement of revenue goals for RCB, and/or (2) completion of specified
service and non-compete/non-solicit periods as required within individual
employment agreements.

2. ELIGIBILITY/PARTICIPATION

Participation in the Plan will consist of selected employees, or trusts for
the exclusive benefit of selected employees, who have primary
responsibility for managing the efforts of RCB and as specified within
individual employment agreements. Participation in the Plan shall commence
on the effective date of the Participant's employment agreement. Subject
to the provision in the employment agreement regarding death or disability,
Participants who voluntarily terminate their employment with RCB or
Northern, or whose employment is terminated by RCB or Northern for cause,
prior to expiration of the applicable Service Period (as specified pursuant
to the Participant's Stock or Cash Target Award Agreement) shall forfeit
their rights to any award under the terms of the Plan. Furthermore,
Participants who, prior to expiration of the Vesting Period specified
pursuant to the applicable Award Agreement, breach any of the covenants not
to solicit or compete or the proprietary information provisions of the
employment agreement shall forfeit their rights to any award under the
terms of the Plan.

3. PLAN ADMINISTRATION

The Plan shall be administered by the Management Committee of Northern (the
"Committee"). The Committee shall make awards under the Plan to such
eligible employees and in such amounts as shall be recommended by the
Management Committee of RCB. Subject to the provisions of the Plan and the
Participant's employment agreement, the Committee shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan and to make all other determinations
necessary or advisable for the intended administration of the Plan. The
determinations of the Committee in the administration of the Plan shall be
final and conclusive.
<PAGE>

4. PLAN FUNDING

Stock Awards - A total of 111,428 shares of Northern Trust Corporation
Common Stock (subject to adjustment for stock dividends, stock splits,
recapitalizations and other changes in such Common Stock) will be reserved
for Stock Awards to Participants under the Plan. Stock Award shares that
are forfeited under the terms of the Plan and corresponding Stock Award
Agreement will be available for reissue under the Plan by the Committee
upon recommendation of the Management Committee of RCB.

Cash Awards - A total cash award pool of $2,100,000 will be reserved for
Cash Awards to Participants under the Plan. Cash Award target amounts that
are forfeited under the terms of the Plan and corresponding Cash Target
Award Agreement will be available for redistribution under the Plan by the
Committee upon recommendation of the Management Committee of RCB.

Interest Factor Adjustment - Cash balances for Cash Awards will accrue
interest at .5% above the one-year Treasury Bill rate, as of the first
business day in January, and applied retroactively to the previous year's
cash balances (including interest previously accrued thereon) from the date
of grant to the distribution date.

5. INDIVIDUAL AWARDS

Each Participant in the Plan will receive (1) a Stock Award Agreement and
(2) a Cash Target Award Agreement. These agreements describe the
Participant's Stock Award and Cash Award target and the terms and
conditions of the vesting and distribution of these awards. Any or all of
the Cash Award target may be contingent upon RCB achieving established
revenue or related performance targets during the Plan Period.

6. DISTRIBUTION OF AWARDS

Awards will be distributed, less required withholding, by Northern as soon
as practicable following the completion of the required service under the
Participant's employment agreement and compliance with the non-compete/non-
solicit requirements.

7. INTERNAL AUDIT

The calculation of all award amounts under the Plan is subject to review
and approval by Northern's Auditing Department prior to any award
distribution.

8. MISCELLANEOUS PROVISIONS

The following miscellaneous provisions are applicable to the Plan.

(a) None of the provisions of the Plan will override general corporate
policy of Northern of an administrative or regulatory nature.

-2-
<PAGE>

(b) In the event of the death or disability (as defined for purposes of
the Participant's employment agreement) of a Participant, awards shall
be prorated in the manner described in the applicable Award Agreement.

(c) Voluntary termination of employment by a Participant for reasons other
than death or disability, or termination by RCB for cause, prior to
expiration of the Service Period shall result in immediate exclusion
from the Plan.

(d) Payments made under the Plan shall not be included in benefit plan
computations.

(e) Except in the event of death of a Participant, the rights and
interests of a Participant under the Plan shall not be assigned,
encumbered or transferred.

(f) Each Participant shall designate a beneficiary (the "Designated
Beneficiary") to receive payments due under the Plan in the event of
such Participant's death. If no Designated Beneficiary survives the
Participant, the Designated Beneficiary shall be the surviving spouse
of the Participant or, if there is no surviving spouse, the estate of
the Participant.

(g) Northern shall have the obligation to deduct from all payments made
under the Plan any taxes required by law to be withheld with respect
to such payments.

(h) All questions pertaining to the validity, construction and
administration of the Plan and any award thereunder shall be
determined in conformity with the laws of the State of Illinois.

-3-
<PAGE>

NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN
STOCK AWARD AGREEMENT

This Agreement is entered into this _______ day of __________, 1995, between
Northern Trust Corporation ("Northern") and _________________________________
(the "Participant").

The Northern Trust Corporation/RCB International Inc. Long-Term Incentive Plan
(the "Plan") provides for the grant of Stock Awards to participating employees
of RCB International Inc. and its subsidiaries (collectively, "RCB"), as well as
employees of Northern and its subsidiaries who are assigned to the business of
RCB, as approved by the Management Committee of Northern (the "Committee").

In exercise of its discretion under the Plan, the Committee has determined that
the Participant should participate in the Plan and receive a stock award, and,
accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant a Stock Award ("Stock
Award") of _____________ shares of common stock of Northern, par value
$1.66 2/3 per share ("Common Stock"), subject to adjustment for stock
dividends, stock splits, recapitalizations and other changes in such Common
Stock and subject to the terms and conditions of the Plan and this
Agreement. A Stock Award is the right, subject to the terms and conditions
of the Plan and this Agreement, to receive distribution of shares of Common
Stock ("Stock Award Shares").

2. Vesting Period. The Participant's Stock Award Shares shall become vested,
subject to any proration provided for in this Agreement, upon the first to
occur of (i) the completion of the Vesting Period set forth in the Stock
Award Notice, (ii) the Participant's death, or (iii) the Participant's
Disability (as defined for purposes of the Participant's employment
agreement). Any or all of the Stock Award Shares granted to the
Participant pursuant to this Agreement shall be forfeited and revert to
Northern pursuant to the provisions of the Plan if, (a) prior to expiration
of the Service Period set forth in the Stock Award Notice (the "Service
Period"), the Participant's employment with RCB or Northern terminates for
any reason other than death, Disability or action of RCB or Northern
without cause, or (b) prior to the date on which such Shares vest the
Participant violates in any material respect the non-competition and non-
solicitation and proprietary information provisions contained in the
Participant's employment agreement. Northern shall have no further
obligations to the Participant under this Agreement if the Participant's
Stock Award Shares are forfeited.

3. Stock Certificates. Certificates for the Stock Award Shares shall be
issued in the Participant's name and shall be held by the Secretary of
Northern until such time as: (i) the Stock Award Shares are forfeited, or
(ii) the Stock Award Shares vest.

4. Rights as Stockholder. The Participant shall be entitled to the rights of
a stockholder, with respect to the Stock Award Shares, to vote such Stock
Award Shares and to receive and retain, as and when paid, any and all cash
dividends and other distributions paid with respect to such shares.
<PAGE>

5. Distribution Eligibility. The Participant's Stock Award Shares shall be
distributed to the Participant promptly after becoming vested.

6. Terms and Conditions of Distribution. After the Participant becomes
eligible for distribution as provided in Paragraph 5 above, distribution of
the Participant's Stock Award Shares shall be made as soon as practicable.

Upon the death of the Participant, distribution of the Participant's Stock
Award Shares shall be made to such beneficiary or beneficiaries and in such
proportions as the Participant may designate in writing. If no such
designated beneficiary survives the Participant, the beneficiary shall be
the surviving spouse of the Participant or, if there is no surviving
spouse, the beneficiary shall be the estate of the Participant.

No distribution shall be made prior to the first date when the Stock Award
Shares may be distributed to the Participant without penalty or forfeiture
under federal or state laws or regulations governing short swing trading of
securities. In determining whether a distribution would result in such a
penalty or forfeiture, Northern may rely upon information reasonably
available to it or upon representations of the Participant's legal or
personal representative.

7. Proration. The Participant shall cease to participate in the Plan under
this Agreement as of the beginning of the Service Period if, prior to
expiration of the Service Period, the Participant's employment with RCB or
Northern terminates for any reason other than death, Disability or action
of RCB or Northern without cause. The Participant shall cease to
participate in the Plan under this Agreement as of the date of termination
of employment with RCB or Northern if such termination is because of death
or Disability. In those cases of death or Disability where the Participant
participates in the Plan for less than the full Service Period, the
Participant shall have credited a number of Stock Award Shares determined
by multiplying the number of Stock Award Shares which would have been
distributable to the Participant if the Participant had participated in the
Plan under this Agreement for the full Service Period, by the ratio of the
number of full calendar months of the Participant's participation in the
Plan to the number of full calendar months during the Service Period. The
Participant's Stock Award Shares shall not be subject to proration if the
Participant's death or Disability occurs after completion of the Service
Period.

8. Delivery of Certificates. Notwithstanding the provisions of Paragraphs 5
and 6, Northern shall not be required to issue or deliver any certificates
for shares of Common Stock pending compliance with applicable federal and
state securities laws (including any registration required) and compliance
with applicable stock exchange rules and practices. Northern shall use its
best efforts to cause compliance with those laws, rules and practices.

9. No Right to Employment. Nothing in the Plan or this Agreement shall be
construed as creating any right in the Participant to continued employment
or as altering or amending the existing terms and conditions of employment
of the Participant except as otherwise specifically provided in this
Agreement.

-2-
<PAGE>

10. Nontransferability. No interest hereunder of the Participant or any
beneficiary shall be assignable or transferable by voluntary or involuntary
act or by operation of law other than by testamentary bequest or devise or
the laws of descent or distribution; all rights hereunder shall be wholly
unalienable and beyond the power of any person to anticipate or in any way
create a lien or encumbrance thereon; and distribution shall be made only
to (i) the Participant, (ii) the Participant's personal representative in
the event of the Participant's adjudicated incapacity or (iii) the
Participant's properly designated beneficiaries or personal representative
in the event of the Participant's death, upon his, her or their own
personal receipts or endorsements. Any effort to exercise the powers
herein denied shall be wholly ineffective and shall be grounds for
termination by the Committee of all rights hereunder.

11. Withholding. Northern may require as a condition of distribution of the
Stock Award Shares that (i) the Participant or beneficiary shall have paid
Northern the amount which Northern determines to be required to be withheld
for federal, state, provincial and local taxes, or (ii) Northern shall have
received the written instruction of such Participant or beneficiary
authorizing Northern to sell a portion of such Participant's Stock Award
Shares and to pay such taxes out of the proceeds of such sale on behalf of
the Participant.

12. Administration. The Plan is administered by the Committee. The rights of
the Participant hereunder are expressly subject to the terms and conditions
of the Plan, together with such guidelines as have been or may be adopted
from time to time by the Committee. The Participant hereby acknowledges
receipt of a copy of the Plan.

13. Interpretation. Any reasonable interpretation by the Committee of the
terms and conditions of the Plan, this Agreement or any guidelines shall be
final, provided such interpretation is made in good faith. This Agreement
shall be construed under the laws of the State of Illinois.

14. Sole Agreement. This Agreement, together with the Stock Award Notice and
the Employment Agreement dated __________, 1995, among Northern, RCB and
the Participant, is the entire Agreement between the parties hereto, all
prior oral and written representations being merged herein. No amendment
or modification of the terms of this Agreement shall be binding on either
party unless reduced to writing and signed by the party to be bound.

In Witness Whereof, the Participant and Northern Trust Corporation by its duly
authorized officer have signed this Agreement the day and year first written
above.

Northern Trust Corporation

By: _______________________________

Its: ______________________________

___________________________________
Participant

-3-
<PAGE>

NORTHERN TRUST CORPORATION
STOCK AWARD NOTICE
PURSUANT TO NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN

Participant: ___________________________________________________________________

Social Security Number: ________________________________________________________

Date of Award: _______________________, 1995

Number of Shares: _______________________________

Service Period: [Three] [Five] years commencing on Date of Award

Vesting Period: [Five][Seven] years commencing on Date of Award

Distribution Date: Promptly after completion of Vesting Period, subject to and
except as otherwise provided in the terms and conditions of
the Northern Trust Corporation/RCB International Inc.
Long-Term Incentive Plan and the Stock Award Agreement
<PAGE>

NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN
CASH TARGET AWARD AGREEMENT

This Agreement is entered into this _________ day of ___________, 1995, between
Northern Trust Corporation ("Northern") and ________________________________
(the "Participant").

The Northern Trust Corporation/RCB International Inc. Long-Term Incentive Plan
(the "Plan") provides for the grant of Cash Awards to participating employees of
RCB International Inc. and its subsidiaries (collectively, "RCB"), as well as
employees of Northern and its subsidiaries who are assigned to the business of
RCB, as approved by the Management Committee of Northern (the "Committee").

In exercise of its discretion under the Plan, the Committee has determined that
the Participant should participate in the Plan and receive a cash award, and,
accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant a Cash Target Award
("Cash Award") of $_________, subject to the terms and conditions of the
Plan and this Agreement.

2. Vesting Period. The Participant's Cash Award (other than the Revenue
Contingent Portion as defined below) shall become vested, subject to any
proration provided for in this Agreement, upon the first to occur of (i)
the completion of the Vesting Period set forth in the Cash Target Award
Notice, (ii) the Participant's death, or (iii) the Participant's Disability
(as defined for purposes of the Participant's employment agreement). In
addition, $____________ [10% of the Total Stock/Cash Award] of the Cash
Award (the "Revenue Contingent Portion") shall become vested on March 31,
2001, provided that if RCB's Consolidated Net Revenues (as defined for
purposes of the Executive Bonus Pool Program) for the three-year period
ending December 31, 2000 are less than $50,000,000, $0._____ [FRACTION OF A
DOLLAR EQUAL TO THE PARTICIPANT'S PRO-RATA SHARE] of the Revenue Contingent
Portion shall be forfeited for every dollar by which such Consolidated Net
Revenues are less than $50,000,000, up to a maximum forfeiture of the
Revenue Contingent Portion.

Any or all of the Cash Award granted to the Participant pursuant to this
Agreement shall be forfeited and revert to Northern pursuant to the
provisions of the Plan if, (a) prior to the expiration of the Service
Period set forth in the Cash Target Award Notice (the "Service Period"),
the Participant's employment with RCB or Northern terminates for any reason
other than death, Disability or action of RCB or Northern without cause, or
(b) prior to the date on which such Cash Award vests, the Participant
violates in any material respect the non-competition and non-solicitation
and proprietary information provisions contained in the Participant's
employment agreement. Northern shall have no further obligations to the
Participant under this Agreement if and to the extent the Participant's
Cash Award is forfeited.

3. Cash Award Account. Northern shall maintain an account for the Participant
which shall reflect the balance of the Cash Award amount, as increased
annually by application of the Interest Factor under the Plan that the
Participant is eligible to receive in distribution pursuant to Section 5.
<PAGE>

4. Distribution Eligibility. The Participant's Cash Award (increased by the
Interest Factor) shall be distributed to the Participant promptly after
becoming vested.

5. Terms and Conditions of Distribution. After the Participant becomes
eligible for distribution as provided in Paragraph 4 above, distribution of
the Participant's Cash Award account balance under the Plan shall be made
as soon as practicable.

Upon the death of the Participant, distribution of the Participant's Cash
Award account balance shall be made to such beneficiary or beneficiaries
and in such proportions as the Participant may designate in writing. If no
such designated beneficiary survives the Participant, the beneficiary shall
be the surviving spouse of the Participant or, if there is no surviving
spouse, the beneficiary shall be the estate of the Participant.

6. Proration. The Participant shall cease to participate in the Plan under
this Agreement as of the beginning of the Service Period if, prior to
expiration of the Service Period, the Participant's employment with RCB or
Northern terminates for any reason other than death, Disability or action
of RCB or Northern without cause. The Participant shall cease to
participate in the Plan under this Agreement as of the date of termination
of employment with RCB or Northern if such termination is because of death
or Disability. In those cases of death or Disability where the Participant
participates in the Plan for less than the full Service Period, the
Participant shall have credited a Cash Award account balance determined by
multiplying the Cash Award which would have been distributable to the
Participant (as increased by the Interest Factor through the date of such
termination, but excluding the Revenue Contingent Portion), and which would
have been credited to the Participant's account if the Participant had
participated in the Plan under this Agreement for the full Service Period
by the ratio of the number of full calendar months of the Participant's
participation in the Plan to the number of full calendar months during the
Service Period (such ratio, the "Service Period Proration"). In addition,
in those cases of death or Disability where the Participant participates in
the Plan for less than the full Service Period, the payment or forfeiture
of the Revenue Contingent Portion shall be deferred until March 31, 2001,
and on such date the Participant or the Participant's beneficiary shall be
paid an amount equal to the product obtained by multiplying (i) that
portion of the Revenue Contingent Portion payable on such date pursuant to
Paragraph 2 above by (ii) the Service Period Proration. The Participant's
Cash Award shall not be subject to proration if the Participant's death or
Disability occurs after completion of the Service Period.

7. No Right to Employment. Nothing in the Plan or this Agreement shall be
construed as creating any right in the Participant to continued employment
or as altering or amending the existing terms and conditions of employment
of the Participant except as otherwise specifically provided in this
Agreement.

8. Nontransferability. No interest hereunder of the Participant or any
beneficiary shall be assignable or transferable by voluntary or involuntary
act or by operation of law other than by testamentary bequest or devise or
the laws of descent or distribution; all rights hereunder shall be wholly
unalienable and beyond the power of any person to anticipate or in any way
create a lien or encumbrance thereon; and distribution shall be made only
to (i) the

-2-
<PAGE>

Participant, (ii) the Participant's personal representative in the event of
the Participant's adjudicated incapacity or (iii) the Participant's
properly designated beneficiaries or personal representative in the event
of the Participant's death, upon his, her or their own personal receipts or
endorsements. Any effort to exercise the powers herein denied shall be
wholly ineffective and shall be grounds for termination by the Committee of
all rights hereunder.

9. Withholding. Northern may require as a condition of distribution of the
Cash Award account balance that (i) the Participant or beneficiary shall
have paid Northern the amount which Northern determines to be required to
be withheld for federal, state, provincial and local taxes, or (ii)
Northern shall have received the written instruction of such Participant or
beneficiary authorizing Northern to pay such taxes out of such Cash Award
account balance.

10. Administration. The Plan is administered by the Committee. The rights of
the Participant hereunder are expressly subject to the terms and conditions
of the Plan, together with such guidelines as have been or may be adopted
from time to time by the Committee. The Participant hereby acknowledges
receipt of a copy of the Plan.

11. Interpretation. Any reasonable interpretation by the Committee of the
terms and conditions of the Plan, this Agreement or any guidelines shall be
final, provided such interpretation is made in good faith. This Agreement
shall be construed under the laws of the State of Illinois.

12. Sole Agreement. This Agreement, together with the Cash Target Award Notice
and the Employment Agreement dated __________, 1995 among Northern, RCB and
the Participant, is the entire Agreement between the parties hereto, all
prior oral and written representations being merged herein. No amendment
or modification of the terms of this agreement shall be binding on either
party unless reduced to writing and signed by the party to be bound.

In Witness Whereof, the Participant and Northern Trust Corporation by its duly
authorized officer have signed this Agreement the day and year first written
above.

Northern Trust Corporation

By: __________________________________

Its: _________________________________

______________________________________
Participant

-3-
<PAGE>

NORTHERN TRUST CORPORATION
CASH TARGET AWARD NOTICE
PURSUANT TO NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
LONG-TERM INCENTIVE PLAN

Participant: ___________________________________________________________________

Social Security Number: ________________________________________________________

Date of Award: _________________________________________________________________

Target Award: $______________________

Revenue Contingent Portion: $______________________

Service Period: [Three] [Five] years commencing on Date of Award

Vesting Period: [Five] [Seven] years commencing on Date of Award for Cash Award
other than the Revenue Contingent Portion
March 31, 2001, for the Revenue Contingent Portion

Distribution Date: Promptly after completion of Vesting Period, subject to and
except as otherwise provided in the terms and conditions of
Northern Trust Corporation/RCB International Inc. Long-Term
Incentive Plan and the Cash Target Award Agreement

<PAGE>
[LETTERHEAD OF SCHIFF HARDIN & WAITE]

Exhibit 5

October 31, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

Re: Northern Trust Corporation
Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for Northern Trust Corporation, a Delaware
corporation (the "Company"), in connection with its filing of a Registration
Statement on Form S-8 covering 111,428 shares of the Company's Common Stock, par
value $1.66-2/3 per share (including associated Preferred Stock Purchase Rights)
(the "Shares"), issuable pursuant to the Northern Trust Corporation/RCB
International Inc. Long-Term Incentive Plan (the "Plan").

In this connection, we have examined such documents and have made such factual
and legal investigations as we have deemed necessary or appropriate to enable us
to express the opinion set forth below.

Based on the foregoing, it is our opinion that the Shares, when issued
pursuant to awards made in accordance with the Plan, will be legally issued,
fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

SCHIFF HARDIN & WAITE

By: /s/ Robert J. Minkus
--------------------------------
Robert J. Minkus

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

Northern Trust Corporation:

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of our report dated January 17, 1995, incorporated by
reference in the Northern Trust Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994, and to all references to our Firm included in
this registration statement.

/s/ Arthur Andersen LLP

Chicago, Illinois
October 31, 1995

<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Robert S. Hamada,

hereby constitute and appoint William A. Osborn, Perry R. Pero and Peter L.
Rossiter, or any of them, my true and lawful attorneys, to execute in my name
and on my behalf, in all capacities as a Director of Northern Trust Corporation
(the "Corporation"), a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, with respect to the shares of Common Stock of the
Corporation (and the Common Stock Purchase Rights attached thereto) issuable
pursuant to the Northern Trust Corporation/RCB International Inc. Long-Term
Incentive Plan, and any amendments thereto (including, without limitation, post-
effective amendments), to file such Registration Statement with the Securities
and Exchange Commission, and to comply with the undertakings of the Corporation
made in connection with such Registration Statement; and

I hereby ratify and confirm all that said attorneys, or any of them, have
done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Robert S. Hamada
--------------------
Robert S. Hamada
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Barry G. Hastings,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 28th day of October, 1995.

/s/ Barry G. Hastings
---------------------
Barry G. Hastings
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Robert A. Helman,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Robert A. Helman
--------------------
Robert A. Helman
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Arthur L. Kelly,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 27th day of October, 1995.

/s/ Arthur L. Kelly
-------------------

<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Ardis Krainik,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Ardis Krainik
-----------------
Ardis Krainik
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Frederick A. Krehbiel,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 30th day of October, 1995.

/s/ Frederick A. Krehbiel
-------------------------
Frederick A. Krehbiel
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Harold B. Smith,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Harold B. Smith
-------------------
Harold B. Smith
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

William D. Smithburg,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ William D. Smithburg
------------------------
William D. Smithburg
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Bide L. Thomas,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Bide L. Thomas
------------------
Bide L. Thomas
<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Dolores E. Cross,

I hereby ratify and confirm all that said attorneys, or any of them, have
done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ Dolores E. Cross
--------------------
Dolores E. Cross

<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

William G. Mitchell,

I hereby ratify and confirm all that said attorneys, or any of them, have
done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 25th day of October, 1995.

/s/ William G. Mitchell
-----------------------
William G. Mitchell

<PAGE>

Exhibit 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I,

Robert D. Krebs,

I hereby ratify and confirm all that said attorneys, or any of them,
have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 30th day of October, 1995.

/s/ Robert D. Krebs
-------------------------
Robert D. Krebs