Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2009, Northern Trust Corporation (the "Corporation") announced that William A. Osborn, the Chairman of the Board of Directors of the Corporation, will retire from the positions of Chairman and Director, effective November 11, 2009.

The Board of Directors of the Corporation appointed Frederick H. Waddell, a current Director and the President and Chief Executive Officer of the Corporation, to the position of Chairman of the Board effective November 11, 2009. Mr. Waddell will retain his current responsibilities as President and Chief Executive Officer of the Corporation.

A copy of the Corporation's press release announcing Mr. Osborn's retirement and Mr. Waddell's appointment as Chairman of the Board is filed as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release dated July 21, 2009

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