NORTHERN TRUST CORP, S-8, 1997-04-16

NORTHERN TRUST CORP
S-8, 1997-04-16
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on April 16, 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
AMENDED 1992 INCENTIVE STOCK PLAN

(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

(Telephone number, including area code, of agent for service)

------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering aggregate Amount of
registered price offering price registration fee
per share

<S> <C> <C> <C> <C>
Common Stock, $1.66 2/3 par value per 8,500,000 $38.34375(1) $325,921,875(1) $98,764.20(1)
share (including associated Preferred shares
Stock Purchase Rights)

(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 11, 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.
</TABLE>

<PAGE> 2

GENERAL INSTRUCTIONS

E. Registration of Additional Securities

The contents of the registration statement on Form S-8 (File No.
33-47597) filed by the Registrant with the Securities and Exchange
Commission on April 30, 1992 registering shares of its Common Stock,
$1.66 2/3 par value per share, issuable pursuant to the Northern Trust
Corporation 1992 Incentive Stock Plan, are hereby incorporated by
reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in this registration statement not
included below or in the exhibits attached hereto or set forth on the
signature page is set forth in the registration statement of the
Registrant on Form S-8 (File No. 33-47597), which is incorporated
herein by reference.

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

<PAGE> 3

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 8. Exhibits.

The Exhibits filed herewith are set forth on 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 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
Section 13 or 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.

<PAGE> 4

(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> 5

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 April 15, 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 Officer April 15, 1997
-------------------------------
William A. Osborn

/s/ Perry R. Pero Senior Executive Vice President and April 15, 1997
------------------------------- Chief Financial Officer
Perry R. Pero

/s/ Harry W. Short Senior Vice President and Controller (Chief April 15, 1997
------------------------------- Accounting Officer)
Harry W. Short

Duane L. Burnham* Director April 15, 1997
-------------------------------
Duane L. Burnham

Dolores E. Cross* Director April 15, 1997
-------------------------------
Dolores E. Cross

<PAGE> 6

Signature Title Date

Susan Crown*
------------------------------- Director April 15, 1997
Susan Crown

Robert S. Hamada*
------------------------------- Director April 15, 1997
Robert S. Hamada

Barry G. Hastings* Director April 15, 1997
-------------------------------
Barry G. Hastings

Robert A. Helman* Director April 15, 1997
-------------------------------
Robert A. Helman

Arthur L. Kelly* Director April 15, 1997
-------------------------------
Arthur L. Kelly

Frederick A. Krehbiel* Director April 15, 1997
-------------------------------
Frederick A. Krehbiel

William G. Mitchell* Director April 15, 1997
-------------------------------
William G. Mitchell

Edward J. Mooney* Director April 15, 1997
-------------------------------
Edward J. Mooney

Harold B. Smith* Director April 15, 1997
------------------------------
Harold B. Smith

William D. Smithburg* Director April 15, 1997
------------------------------
William D. Smithburg

<PAGE> 7

Signature Title Date

Bide L. Thomas* Director April 15, 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> 8

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

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 15, 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 an additional 8,500,000 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 Amended
1992 Incentive Stock Plan (the "Plan").

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, 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 15, 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 Amended
1992 Incentive Stock Plan.

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.