NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 25, 2017, the Board of Directors (the Board) of Northern
Trust Corporation (the Corporation) approved the issuance to each
officer of the Corporation or its subsidiaries party to an
Employment Security Agreement (Tier 1) or an Employment Security
Agreement (Tier 2) (collectively, the Employment Security
Agreements) with the Corporation, including each of the
Corporations named executive officers, a notice of termination of
such agreement. Each Employment Security Agreement provides for
certain separation benefits in the event the officer party to
such agreement experiences a qualifying termination of employment
in connection with a change in control of the Corporation. Under
the terms of the Employment Security Agreements, the Corporation
is required to provide written notice of the termination thereof
at least two years in advance of the effective date of such
termination. The notice of termination approved by the Board on
April 25, 2017, is expected to be provided to each officer party
to an Employment Security Agreement on or before June 1, 2017.
Upon the effective date of the termination of the Employment
Security Agreements, each officer party to an Employment Security
Agreement (Tier 2), including William L. Morrison, is expected to
become a participant in the Northern Trust Corporation Key
Officer Change in Control Severance Plan (the Key Officer CIC
Severance Plan) and each officer party to an Employment Security
Agreement (Tier 1), including each of the Corporations other
named executive officers, is expected to become a participant in
the Northern Trust Corporation Executive Change in Control
Severance Plan (the Executive CIC Severance Plan and, together
with the Key Officer CIC Severance Plan, the CIC Severance
Plans), in each case provided that the applicable officer remains
employed with the Corporation or its subsidiaries in his or her
current position through such date.

The CIC Severance Plans provide participating officers with
certain payments and benefits upon a qualifying termination of
employment within two years following a change in control (as
defined in the CIC Severance Plans) of the Corporation. In the
event the employment of any of the participating officers is
terminated by the Corporation without cause or by the
participating officer for good reason (each as defined in the CIC
Severance Plans) during such two-year period, such participating
officer is entitled to receive: (i) a lump sum payment equal to
two times (or three times for the Corporations Chief Executive
Officer or 1.5 times for participants in the Key Officer CIC
Severance Plan) the sum of (a) the participating officers annual
salary in effect on the date of employment termination or, if
higher, the date of the change in control and (b) the average of
the participating officers awards under the Corporations cash
incentive plans for the last three fiscal years of participation
in such plans prior to the date of termination or, if higher, the
date of the change in control; (ii) a lump sum payment of a
prorated portion of the average amounts paid to the participating
officer under the Corporations cash incentive plans for the last
three fiscal years of participation in such plans prior to the
date of termination or, if higher, the date of the change in
control, less any amounts paid to the participating officer under
those plans with respect to completed performance periods
occurring in the year the participating officers employment
terminates; and (iii) an amount equal to the monthly welfare
premiums for certain welfare benefit plans in which the
participating officer participated as of the change in control
and subsequent termination of employment (less the active
employee rates for such coverage) multiplied by 24 (or 36 for the
Corporations Chief Executive Officer or 18 for participants in
the Key Officer CIC Severance Plan). The severance benefits
payable under the CIC Severance Plans are in lieu of any other
severance benefits under any severance plan, policy or
arrangement maintained by the Corporation, including the
Employment Security Agreements.

Consistent with the Corporations prior decision to eliminate
gross-up payments for the excise taxes that may be levied on
excess parachute payments (within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended), the CIC Severance
Plans provide that in the event any payment to an officer is
determined to be an excess parachute payment, such payment must
either be reduced such that no portion thereof is subject to
excise tax or, if it would be more favorable to the officer to
whom the payment is due on an after-tax basis, the officer must
pay the applicable excise tax without any assistance from the
Corporation or its affiliates.

The CIC Severance Plans provide that all severance payments and
obligations of the Corporation are subject to receipt of a signed
and irrevocable release agreement relating to certain legal
claims and liabilities against the Corporation or its affiliates.

The foregoing description of the CIC Severance Plans is qualified
in its entirety by the full text of the Executive CIC Severance
Plan, a copy of which is filed as Exhibit 10.1 hereto and
incorporated by reference

herein, and the full text of the Key Officer CIC Severance Plan,
a copy of which is filed as Exhibit 10.2 hereto and incorporated
by reference herein.

Exhibits.

10.1 Northern Trust Corporation Executive Change in Control
Severance Plan

10.2 Northern Trust Corporation Key Officer Change in Control
Severance Plan