Item 8.01. Other Events.

On January 23, 2009, the Board of Directors of the Northern Trust Corporation (the "Corporation") adopted amendments to the Corporation's Corporate Governance Guidelines (the "Guidelines"). The amendments to the Guidelines provide that
(i) the Chairman of the Corporate Governance Committee may call a special executive session of the independent directors of the Board at any time and
(ii) special executive sessions may take place after a regular or special meeting of the full Board or at any other time that the Chairman of the Corporate Governance Committee deems appropriate.

The amended Guidelines supersede the Corporate Governance Guidelines adopted by the Board of Directors of the Corporation on November 13, 2007. A copy of the Guidelines, as amended, is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Corporate Governance Guidelines, as amended through January 23, 2009.

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