As filed with the Securities and Exchange Commission on April 14, 1997
Registration No. 333-
======================================================================
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.)
Fifty South LaSalle Street
Chicago, Illinois 60675
(Address of principal executive offices, including zip code)
NORTHERN TRUST CORPORATION
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
PETER L. ROSSITER
Executive Vice President, General Counsel and Secretary
Fifty South LaSalle Street
Chicago, Illinois 60675
(Name and address of agent for service)
(312) 444-3716
<PAGE>
(Telephone number, including area code, of agent for service)
---------------------------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, $1.66-2/3 par value per 24,000 $38.9375 (1) $934,500 (1) $283.18 (1)
share (including associated Preferred shares
Stock Purchase Rights)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed on the basis of the average of the high and low sales
prices of the Common Stock reported on The Nasdaq Stock Market on
April 8, 1997 pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount
of the registration fee.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Northern Trust Corporation (the
"Registrant") for the fiscal year ended December 31, 1996;
(b) All other reports filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") since the end of
the fiscal year referred to in (a) above;
(c) The description of the Registrant's Common Stock contained in a
registration statement filed pursuant to Section 12 of the 1934
Act, and any amendment or report filed for the purpose of updating
such description, including Exhibit 99 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993;
and
(d) The description of the Registrant's Preferred Stock Purchase Rights
contained in Registrant's registration statement on Form 8-A, filed
with the Securities and Exchange Commission (the "Commission") on
October 30, 1989, as amended by Amendment No. 1 on Form 8 filed
with the Commission on November 6, 1989.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 to be 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.
<PAGE>
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Peter L. Rossiter, Executive Vice President, General Counsel and
Secretary of the Registrant, has furnished the opinion attached as Exhibit
5 to this registration statement with respect to the validity of the
securities being registered hereunder. As of April 1, 1997, Mr. Rossiter
beneficially owned 105,897 shares of Common Stock of the Registrant, which
includes 98,970 shares issuable pursuant to stock options exercisable within
the next 60 days.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and Article Eighth
of the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety
of circumstances, which may include liabilities under the Securities Act
of 1933, as amended (the "1933 Act"). The general effect of these
provisions is to provide that the Corporation 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 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 Corporation. With respect to legal proceedings by or in
the right of the Corporation in which a director or officer is adjudged
liable for improper performance of his duty to the Corporation,
indemnification is limited by such provisions to that amount which is
permitted by the court. In addition, the Corporation has purchased
insurance as permitted by Delaware law on behalf of directors, officers,
employees or agents, which may cover liabilities under the 1933 Act, and
the Corporation has entered into insurance maintenance agreements with its
directors under which the Corporation is obligated to maintain insurance
coverage for directors at certain levels for specified periods.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 5
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.
ITEM 9. UNDERTAKINGS.
(a) 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 1933 Act;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total value of securities offered would not exceed that which was
<PAGE>
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 with or furnished
to the Commission by the Registrant pursuant to
<PAGE> 6
Section 13 or 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act 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.
(c) Insofar as indemnification for liabilities arising under the
1933 Act 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.
<PAGE> 7
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
<PAGE>
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 April 11, 1997.
NORTHERN TRUST CORPORATION
(Registrant)
By: /s/ Perry R. Pero
--------------------------
Perry R. Pero
Senior Executive Vice President
and Chief Financial 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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
William A. Osborn* Chairman and Chief Executive April 11, 1997
- ---------------------- Officer
William A. Osborn
/s/ Perry R. Pero Senior Executive Vice President and April 11, 1997
- ---------------------- Chief Financial Officer
Perry R. Pero
/s/ Harry W. Short Senior Vice President and April 11, 1997
- ---------------------- Controller (Chief Accounting
Harry W. Short Officer)
Dolores E. Cross* Director April 11, 1997
- ----------------------
Dolores E. Cross
Robert S. Hamada* Director April 11, 1997
- ----------------------
Robert S. Hamada
<PAGE> 8
Barry G. Hastings* Director April 11, 1997
- ----------------------
Barry G. Hastings
Robert A. Helman* Director April 11, 1997
- ----------------------
Robert A. Helman
Arthur L. Kelly* Director April 11, 1997
- ----------------------
Arthur L. Kelly
<PAGE>
Robert D. Krebs*
- ---------------------- Director April 11, 1997
Robert D. Krebs
Frederick A. Krehbiel* Director April 11, 1997
- ----------------------
Frederick A. Krehbiel
William G. Mitchell* Director April 11, 1997
- ----------------------
William G. Mitchell
Edward J. Mooney* Director April 11, 1997
- ----------------------
Edward J. Mooney
Harold B. Smith* Director April 11, 1997
- ----------------------
Harold B. Smith
William D. Smithburg* Director April 11, 1997
- ----------------------
William D. Smithburg
Bide L. Thomas* Director April 11, 1997
- ----------------------
Bide L. Thomas
*By /s/ Perry R. Pero
------------------
Perry R. Pero
Attorney-in-Fact
(Pursuant to Powers of Attorney
filed as Exhibits to this
Registration Statement)
</TABLE>
<PAGE> 9
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Restated Certificate of Incorporation
(Incorporated by reference to Exhibit
3(i) of the Registrant's Annual Report
on Form 10-K for the year ended
December 31, 1996)
4.2 By-laws, as amended
(Incorporated by reference to Exhibit
3(ii) of the Registrant's Annual Report
on Form 10-K for the year ended
December 31, 1996)
5 Opinion of Counsel
<PAGE>
23.1 Consent of Counsel
(Contained in its opinion filed
as Exhibit 5)
23.2 Consent of Independent Public Accountants
24 Powers of Attorney
EXHIBIT 5
April 11, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549-1004
RE: NORTHERN TRUST CORPORATION - REGISTRATION
STATEMENT ON FORM S-8
------------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of
Northern Trust Corporation, a Delaware corporation (the "Corporation"),
and have served in that capacity in connection with the Corporation's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the
registration of 24,000 shares of the Corporation's common stock, $1.66-
2/3 par value per share, including the associated Preferred Stock
Purchase Rights (collectively, the "Stock"), issuable pursuant to the
Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors.
In that connection, I have examined such documents and have made such
factual and legal investigations as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is my opinion that those shares of Stock
covered by the Registration Statement that are issued in accordance with
the terms of the Plan will be legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
By: /s/ Peter L. Rossiter
---------------------
Peter L. Rossiter
Executive Vice President,
<PAGE>
General Counsel and
Secretary
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January
21, 1997, included in the Northern Trust Corporation's Form 10-K for the
year ended December 31, 1996, and to all references to our Firm included
in this registration statement.
/S/ ARTHUR ANDERSEN LLP
Chicago, Illinois
April 11, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, William A. Osborn, hereby
constitute and appoint Barry G. Hastings, Perry R. Pero and Harry W.
Short, or any of them, my true and lawful attorneys and agents, with full
power of substitution and resubstitution, for him and in his name, place
and stead, 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 and any amendments thereto (including,
without limitation, post-effective amendments) to be filed with the
Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of shares of common stock
(including associated Preferred Stock Purchase Rights) under the Northern
Trust Corporation 1997 Stock Plan for Non-Employee Directors.
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.
<PAGE>
WITNESS my hand this 1st day of April, 1997.
/s/ William A. Osborn
------------------------
William A. Osborn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Dolores E. Cross, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Dolores E. Cross
------------------------
Dolores E. Cross
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert S. Hamada, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, to execute in my name and on my behalf, in
<PAGE>
all capacities as a Director of Northern Trust Corporation (the
"Corporation"), a Registration Statement on Form S-8 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Robert S. Hamada
------------------------
Robert S. Hamada
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Barry G. Hastings, hereby
constitute and appoint William A. Osborn, Perry R. Pero and Harry W.
Short, or any of them, my true and lawful attorneys and agents, with full
power of substitution and resubstitution, for him and in his name, place
and stead, 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 and any amendments thereto (including,
without limitation, post-effective amendments) to be filed with the
Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of shares of common stock
(including associated Preferred Stock Purchase Rights) under the Northern
Trust Corporation 1997 Stock Plan for Non-Employee Directors.
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 1st day of April, 1997.
/s/ Barry G. Hastings
------------------------
Barry G. Hastings
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert A. Helman, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Robert A. Helman
------------------------
Robert A. Helman
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Arthur L. Kelly, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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.
<PAGE>
WITNESS my hand this 4th day of April, 1997.
/s/ Arthur L. Kelly
------------------------
Arthur L. Kelly
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert D. Krebs, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 7th day of April, 1997.
/s/ Robert D. Krebs
-------------------------
Robert D. Krebs
EXHIBIT 24
POWER OF ATTORNEY
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, THAT I, Frederick A. Krehbiel, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Frederick A. Krehbiel
-------------------------
Frederick A. Krehbiel
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, William G. Mitchell, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ William G. Mitchell
-------------------------
William G. Mitchell
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Edward J. Mooney, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Edward J. Mooney
------------------------
Edward J. Mooney
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Harold B. Smith, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
<PAGE>
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Harold B. Smith
------------------------
Harold B. Smith
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, William D. Smithburg, hereby
constitute and appoint William A. Osborn, Barry G. Hastings, Perry R.
Pero and Harry W. Short, or any of them, my true and lawful attorneys and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ William D. Smithburg
------------------------
William D. Smithburg
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, Bide L. Thomas, hereby constitute
and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry
W. Short, or any of them, my true and lawful attorneys and agents, with
full power of substitution and resubstitution, for him and in his name,
place and stead, 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 and any amendments
thereto (including, without limitation, post-effective amendments) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of
common stock (including associated Preferred Stock Purchase Rights) under
the Northern Trust Corporation 1997 Stock Plan for Non-Employee
Directors.
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 1st day of April, 1997.
/s/ Bide L. Thomas
------------------------
Bide L. Thomas
