Exhibit 10.2


Northern Partners Incentive Plan


I.
INTRODUCTION

1.1Purpose. The purpose of the Northern Partners Incentive Plan (the “Plan”) is
to (i) promote the achievement of superior financial and operating performance
of Northern Trust Corporation and its subsidiaries (hereinafter referred to as
“Northern Trust”), and (ii) further the objective of delivering unrivaled
service quality to its clients and partners through the awarding of incentive
payments to selected employees.
1.2
Definitions.

“Authorized Senior Manager” shall mean the officer or officers of Northern Trust
who have been designated by the Committee to administer certain elements of the
Plan, as specified herein.
“Board” shall mean the Board of Directors of the Corporation.
“Cause” shall mean (i) a material breach or Participant’s willful and
substantial non-performance of Participant’s assigned duties and
responsibilities (other than as a result of incapacity due to physical or mental
illness), (ii) a conviction of or no contest plea with respect to bribery,
extortion, embezzlement, fraud, grand larceny, or any felony or similar
conviction under local law involving abuse or misuse of Participant’s position
to seek or obtain an illegal or personal gain at the expense of the Corporation,
Participant’s Employer or any of their respective subsidiaries, or similar
crimes, or conspiracy to commit any such crimes or attempt to commit any such
crimes, (iii) Participant’s violation of any policy of the Corporation,
Participant’s Employer or any of their respective subsidiaries to which
Participant may be subject or Participant’s willful engagement in any misconduct
in the performance of Participant’s duties that materially injures the
Corporation, Participant’s Employer or any of their respective subsidiaries,
(iv) Participant’s performance of any act which, if known to the customers,
clients, stockholders or regulators of the Corporation, Participant’s Employer
or any of their respective subsidiaries, would materially and adversely impact
the business of the Corporation, Participant’s Employer or any of their
respective subsidiaries, or (v) any act or omission by Participant that causes a
regulatory body with jurisdiction over the Corporation, Participant’s Employer
or any of their respective subsidiaries, to demand, request, or recommend that
Participant be suspended or removed from any position in which Participant
serves with the Corporation, Participant’s Employer or any of their respective
subsidiaries.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Compensation and Benefits Committee of the Board, or
a subcommittee thereof, or such other committee designated by the Board to
administer the Plan.




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“Continuous Years of Service” shall mean the period of Participant’s continuous
and uninterrupted employment with Participant’s Employer commencing on
Participant’s most recent hire date with Participant’s Employer through
Participant’s termination date. For the sake of clarity, if Participant’s
employment with Northern Trust terminated and Participant has been rehired by
Participant’s Employer, Participant’s Continuous Years of Service shall not be
determined by aggregating Participant’s periods of employment with Northern
Trust. For purposes of this definition, the Participant’s termination date shall
be deemed to occur on the effective date of the termination of employment with
Participant’s Employer, as determined by the Participant’s Employer (in its
discretion).
“Corporation” shall mean the Northern Trust Corporation, a Delaware corporation.
“Disability” shall mean (i) for a United States-based Participant, the
Participant is eligible for and receives short-term and/or long-term disability
benefits for 12 consecutive months under the Northern Trust sponsored disability
program applicable to such Participant and (ii) for a Participant based outside
of the United States, as determined by the Human Resources Officer (or his or
her delegate) based on formal local country-specific definitions and eligibility
criteria for disability benefits.
“Employer” shall mean the Corporation or any subsidiary that employs
Participant.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Good Standing” shall mean (i) the Participant has satisfactorily met
performance expectations, including risk management performance expectations, as
determined by the Participant's direct supervisor, (ii) the Participant has
complied with all Northern Trust policies and standards of conduct, (iii) the
Participant has not engaged in any activity competitive with Northern Trust’s
business or otherwise detrimental to Northern Trust’s business, and (iv) the
Participant has not tendered his or her resignation or been notified by Northern
Trust of the termination of such Participant’s employment.
“Human Resources Officer” shall mean the senior most human resources officer of
the Corporation.
“Participant” shall mean any employee of Northern Trust selected to participate
in the Plan for a Performance Period.
“Performance Period” shall mean any period designated by the Authorized Senior
Manager during which incentives may be determined and which may represent a
quarterly, semi-annual or annual period, depending on the incentive category to
which the Participant is assigned and the potential award structure. Performance
Periods for (i) quarterly payments shall be as follows: January 1 to March 31;
April 1 to June 30; July 1 to September 30; and October 1 to December 31; (ii)
semi-annual payments shall be as follows: January 1 to June 30 and July 1 to
December 31; and (iii) all other awards under the Plan, shall be the Plan Year,
unless otherwise approved by the Human Resources Officer (or his or her
delegate).
“Plan Year” shall mean the calendar year period from January 1 to December 31.


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“Retirement” shall mean a termination of employment without Cause occurring on
or after the date (i) Participant has attained age 55, and (ii) the sum of
Participant’s age (in whole years, rounded down to the nearest year) and
Continuous Years of Service (in whole years, rounded down to the nearest year)
equals or exceeds 65.
“Settlement Date” shall mean (i) the date on which any cash award is paid or
(ii) the grant date, as approved by the Committee (or its delegate), of any
equity-based compensation with respect to this Plan.


II.
ELIGIBILITY

Participants in the Plan for a Plan Year are those employees designated by the
Authorized Senior Manager as eligible to participate in the Plan. Employees who
have a change in job duties, are promoted, or are hired during the applicable
Performance Period may be considered for inclusion and designated by Business
Unit Management for partial Plan Year participation.
III.
TERMS OF AWARDS

3.1Award Opportunities. An award target or opportunity shall be communicated to
each Participant at the beginning of the applicable Plan Year as a potential
award payout, provided that the applicable corporate and business unit
performance goals and individual performance expectations, and any other factors
that Northern Trust may determine appropriate, are achieved.
3.2Discretion. The award and payment of any incentive amount is at the sole and
absolute discretion of Northern Trust. Northern Trust has the discretion not to
award Participants an incentive payout or to reduce the amount of the incentive
payout if either corporate, business unit or individual performance is not in
line with expectations or due to any other reason Northern Trust deems
appropriate in its sole and absolute discretion. This may mean that, regardless
of corporate, business unit and individual performance, Northern Trust shall
have the sole and absolute discretion to reduce the amount of any payment with
respect to any award that would otherwise be made to any Participant or to
decide that no payment shall be made.
3.3Plan Incentive Pool. At the beginning of each Plan Year, (i) the Committee
shall determine a corporate earnings target and projected funding for awards
under the Plan and (ii) Business Unit Management shall determine appropriate
earnings targets, performance standards, and projected funding for awards to
Participants in their respective business unit. Authorized Senior Managers shall
have the right to either increase or decrease the original projected funding
amount for the corporate and business unit levels due to actual results and each
business unit’s relative contribution to actual results, effective risk
management, or for any other reason as such Authorized Senior Managers deem fit
in their sole and absolute discretion; provided, however, that the funding
amount for the entire Plan with respect to such Plan Year may not exceed the
funding level established by the Committee without approval. Where funding is
reduced in respect of corporate or business unit amounts, this may result in no
incentive payout, regardless of individual performance or any other factors. In
addition, the funding amount is subject to


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final approval by, and may be further reduced by, the Committee after the end of
the applicable Performance Period.
3.4Individual Performance Measures, Award Determinations and Eligibility for
Payment.
a.Individual Performance Measures. Each Participant shall receive performance
expectations, including a risk management expectation, for the Plan Year that
shall consist of both objective goals and subjective performance assessments.
Each Participant’s manager shall establish the Participant’s performance
expectations, including a risk management expectation, as early in the
applicable Performance Period as practicable.
b.Individual Award Determinations. All awards (if any) shall be impacted by
available Plan funding, as determined and adjusted by Northern Trust, in its
sole and absolute discretion. Awards (if any) shall be determined by Business
Unit Management after the end of the applicable Performance Period, based upon
an assessment of individual performance during the applicable Performance
Period, taking into consideration: (i) individual performance expectations,
including the risk management expectation; (ii) overall contributions to
corporate and business unit earnings, relative to peers; and (iii)
competitiveness of a Participant’s total compensation. Both quantitative and
qualitative performance criteria will be used to evaluate performance and
formula-driven performance measures may be one of several factors for
determination of award amounts. Northern Trust has the full and absolute
discretion both during and after the Performance Period through the actual
Settlement Date, not to make an award or to adjust all awards up or down based
on a subjective performance evaluation, funding considerations, and any other
factors which Northern Trust, in its sole and absolute discretion, determines
appropriate. In addition to the foregoing, all awards must also comply with
applicable regulatory requirements and may be risk-adjusted within Northern
Trust's discretion for all individual employees or groups of employees who,
individually or collectively, may expose Northern Trust to more substantial
amounts of risk.
c.Conditions on Eligibility for Payment of Award. In order for a Participant to
remain eligible for payment of an award, the Participant must continue
employment in Good Standing with the business unit that designated him or her as
a Participant, and contribute toward the achievement of corporate and business
unit goals through the Settlement Date, except as otherwise required to comply
with applicable local law; provided, however, a Participant who was designated
by a business unit for participation and transfers to another business unit
during the applicable Performance Period may, as determined by Business Unit
Management of the transferring business unit in its sole discretion, be
determined eligible for a pro-rata portion of the award based on service
performed for the transferring business unit during the applicable Performance
Period, provided that the corporate and business unit goals and individual
performance expectations, and any other factors which Northern Trust may
determine applicable, are achieved. Notwithstanding the foregoing, Business Unit
Management may, in its sole and absolute discretion, determine that a pro-rata
award shall be paid in the event of termination of employment with Northern
Trust by a Participant on account of death, Disability, Retirement, or
involuntary termination during the applicable Performance Period by


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Northern Trust without Cause, such as due to job elimination or redundancy,
taking into consideration the portion of the Performance Period during which
Participant was employed, the individual performance of the Participant during
such portion of the Performance Period, and the availability of corporate,
business unit and individual performance measurements as of the date of
termination and any other factors as Northern Trust may from time to time take
into account. A Participant who terminates employment by resigning (other than
due to Retirement) before the Settlement Date or whose employment is terminated
by Northern Trust for Cause shall not be entitled to any award or prorated award
under this Plan.
3.5Payment of Awards. After the end of the Performance Period, Northern Trust
shall make recommendations with respect to the final funding amount for such
Performance Period, and whether each Participant’s award shall be settled in
cash, a grant of equity-based compensation under the Corporation’s equity plan
then in effect, or a combination thereof. Such recommendations (including the
terms and conditions of each equity grant, which may include, but are not
limited to, a vesting schedule and possible forfeiture upon the occurrence of
specified events (such as termination of employment, regulatory events,
risk-based events or behaviors, or changes in business conditions)), shall be
subject to the review and approval of the Committee, and no grant of any equity
awards shall occur until the date of Committee approval. Notwithstanding
anything herein to the contrary, until the Settlement Date of the award,
Northern Trust may in its absolute and sole discretion reduce or eliminate any
award. It is intended that all cash-settled awards made under the Plan shall
constitute short-term deferrals for purposes of Section 409A of the Code, and
shall be paid by March 15th following the year in which the Participant’s
substantial risk of forfeiture lapses and that all other awards hereunder shall
constitute short-term deferrals for purposes of Section 409A of the Code or
comply with Section 409A of the Code and the regulations thereunder, and all
provisions of this Plan shall be interpreted in all events in a manner
consistent with such intent.
IV.
Administration

4.1General. The Plan shall be administered by the Corporation’s Human Resources
Officer and the Compensation Division of the Corporation’s Human Resources
Department, subject to the powers and responsibilities delegated pursuant to
Section 4.3 and 4.4 of this Plan; provided, however, that the Plan shall be
administered by the Committee with respect to the Human Resources Officer and
any “executive officer” of Northern Trust, within the meaning of Section 16 of
the Exchange Act. Subject to the provisions of the Plan, the Human Resources
Officer shall be authorized to interpret the Plan, to establish, amend, and
rescind rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
determination of the Human Resources Officer in the administration of the Plan,
as described herein, shall, upon consultation with members of the Management
Group, be final and conclusive. The Authorized Senior Manager shall be
responsible for final approval of all awards to be paid under the Plan, subject
to any necessary Committee or Board approval required by applicable law or as
specified herein.
4.2Administrator Powers and Responsibilities. The Human Resources Officer and
the Compensation Division of the Corporation’s Human Resources Department shall
have the following discretionary powers and responsibilities in addition to
those described in Section 4.1:


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a.Guide incentive award calculations and determinations;
b.Review and monitor financial accruals in conjunction with the Corporation’s
Controller’s Department; provided, that all awards may be subject to review and
approval by the Corporation’s Accounting Department and final review and
approval by the Authorized Senior Manager, prior to any award distribution;
c.Prepare any communications for Participants;
d.Participate in a yearly review of all compensation plans and arrangements to
evaluate whether the designs might encourage imprudent risk taking;
e.Participate in a yearly assessment of the full range of inherent risks in
order to identify those partners whose responsibilities might lead to imprudent
risk-taking; and
f.Direct the processing of approved incentive awards.
4.3Business Unit Management Powers and Responsibilities. Business Unit
Management shall have the following discretionary powers and responsibilities:
a.
Prepare and communicate individual performance expectations;

b.Determine and recommend awards for approval by the president or functional
head of the applicable business unit; and
c.
Communicate award decisions to Participants.

4.4Risk Management Powers and Responsibilities. The Corporation’s Risk
Management Department shall have the following discretionary powers and
responsibilities:
a.Participate in a yearly review of all compensation plans to evaluate whether
the designs might encourage imprudent risk-taking;
b.Undertake a yearly assessment of the full range of inherent risks in order to
identify those partners whose responsibilities might lead to imprudent
risk-taking; and
c.Participate in the design of any addendum to this Plan and any other new or
revised sub-plans and addenda to assess the Plan’s effectiveness in risk
modification.


V.
GENERAL

5.1Effective Date and Term of Plan. The Plan shall be effective upon its
adoption by the Committee and shall continue until such time as it is terminated
by the Committee or the Board. The Corporation reserves the right to suspend or
terminate the Plan or to amend any or all of the provisions of the Plan, at any
time, including during a Performance Period and without prior notice to
Participants. The Committee may amend or modify the Plan at any time;


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provided, however, that the Human Resources Officer (or his or her delegate)
shall have the authority to make non-material amendments or modifications to the
Plan, including amendments or modifications to implement the intent of the Plan,
or amendments or modifications deemed required, authorized or desirable under
applicable statutes, regulations or rulings without the approval of the
Committee.
5.2No Right of Participation or Employment or Contractual Rights. No person
shall have any right to participate in the Plan or to be granted an award
opportunity under the Plan and designation for participation in this Plan for
one Plan Year or a portion thereof does not establish eligibility for
participation in any subsequent Plan Year or for any form of incentive or bonus
compensation with respect to any subsequent period. Neither the Plan nor any
award granted hereunder shall confer upon any person any right to be employed,
reemployed or continue employment by Northern Trust or affect in any manner the
right of Northern Trust to terminate the employment of any person with or
without notice at any time for any reason without liability hereunder. Nothing
herein shall confer any right or benefit or any entitlement to any benefit on
any Participant unless and until a benefit is actually paid pursuant to the
Plan. The adoption and maintenance of the Plan shall not be deemed to constitute
a contract of employment between Northern Trust and any Participant, or to be a
consideration for or an inducement or condition of any employment. Neither the
Plan nor any action taken hereunder shall be construed as creating a contract or
any contractually enforceable rights to any employee, retiree, former employee,
or other person. The Plan is entirely discretionary in nature, with any
incentive payments made only at Northern Trust’s sole and absolute discretion.
Neither the provisions of the Plan nor any action taken by Northern Trust,
Business Unit Management, the Human Resources Officer, the Authorized Senior
Manager, the Board or the Committee pursuant to the provisions of the Plan shall
be deemed to create any trust, express or implied, or any fiduciary relationship
between or among Northern Trust, Business Unit Management, the Human Resources
Officer, the Authorized Senior Manager, the Board, the Committee, or any
employee, former employee or beneficiary thereof.
5.3Non-Assignability. Except in the event of death of a Participant, the rights
and interests of the Participant under the Plan shall not be sold, transferred,
assigned, pledged, encumbered, or disposed. Upon any attempt to sell, transfer,
assign, pledge, encumber or otherwise dispose of any such award, such award and
all rights thereunder shall immediately become null and void. In the event of a
U.S.-based Participant’s death, the cash portion of the award, if any, shall be
made payable to the Participant’s beneficiary, if any, as designated on the
benefits online resource, My Place. If a U.S.-based Participant has not
designated a beneficiary or if no designated beneficiary is living on the date
of such Participant’s death, the cash portion of the award, if any, shall be
paid to those persons who would be entitled to receive distribution of the
Participant’s accounts under The Northern Trust Company Thrift-Incentive Plan as
if the U.S.-based Participant had not designated a beneficiary under such plan.
The equity portion of any award under the Plan shall be governed by the
beneficiary designation provisions and administrative rules of the stock plan
under which the equity award was granted. In the event of the death of a
non-U.S.-based Participant, the Plan shall be administered in accordance with
applicable local rules.


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5.4Withholdings. Northern Trust shall have the right to require, prior to the
payment of any amount pursuant to an award made hereunder, payment by the
Participant of any U.S. federal, state, local or other taxes which may be
required to be withheld, paid or deducted in connection with such award.
5.5Governing Law. The Plan and each award hereunder, and all determinations made
and actions taken pursuant thereto, to the extent not otherwise governed by the
Code or the laws of the United States or the local law of the Participant’s
jurisdiction in which the employee primarily provides services, shall be
governed by the laws of the State of Illinois and construed in accordance
therewith without giving effect to principles of conflicts of laws.
5.6Compliance with Applicable Securities Requirements. It is intended that all
awards payable under the Plan shall be in compliance with Regulation R of the
Board of Governors of the Federal Reserve System, and similar regulations
promulgated by the United States Securities and Exchange Commission. It is
further intended that no awards payable under the Plan will reward or incent
prohibited proprietary trading.
5.7Other Plans. Payments pursuant to the Plan shall not be treated as
compensation for purposes of any other compensation or benefit plan, program or
arrangement of Northern Trust, unless either (i) such other plan provides that
compensation such as payments made pursuant to the Plan are to be considered as
compensation thereunder or (b) the Board or the Committee so determines in
writing. The adoption of the Plan shall not be construed as limiting the power
of the Board or the Committee to adopt such other incentive arrangements as it
may otherwise deem appropriate.
5.8Binding Effect. The Plan shall be binding upon the Corporation and its
successors and assigns and the Participants and their beneficiaries, personal
representatives and heirs. If the Corporation becomes a party to any merger,
consolidation or reorganization, then the Plan shall remain in full force and
effect as an obligation of the Corporation or its successors in interest, unless
the Plan is amended or terminated pursuant to Section 5.1.
5.9Unfunded Arrangement. The Plan shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating assets of the
Corporation for payment of any benefit hereunder. No Participant shall have any
interest in any particular assets of the Corporation or any of its affiliates by
reason of the right to receive a benefit under the Plan and any such Participant
shall have only the rights of an unsecured creditor of the Corporation with
respect to any rights under the Plan.
5.10Awards Subject to Clawback. The awards granted under this Plan and any cash
payment, equity award or shares of Common Stock delivered pursuant to such an
award are subject to forfeiture, recovery by the Corporation or other action
pursuant to the applicable award agreement, addendum to this Plan or any
clawback or recoupment policy which the Corporation may adopt from time to time,
including without limitation the Northern Trust Corporation Policy on Recoupment
and the Northern Trust UK Policy on Malus and Clawback and any other policy
which the Corporation may be required to adopt under the Dodd-Frank Wall


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Street Reform and Consumer Protection Act and implementing rules and regulations
thereunder, or as otherwise required by law.
5.11Foreign Employees. Without amending this Plan, the Committee may grant
awards to eligible persons who are foreign nationals and/or reside outside of
the United States on such terms and conditions different from those specified in
this Plan as may in the judgment of the Committee be necessary or desirable to
foster and promote achievement of the purpose of this Plan and, in furtherance
of such purpose the Committee may make such modifications, amendments, addendum,
procedures, subplans and the like as may be necessary or advisable to comply
with provisions of laws in other countries or jurisdictions in which Northern
Trust operates or has employees.




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LOCAL ADDENDUM



Canada
In order to be eligible to receive any payment under the Plan, the Participant
must be actively employed by Northern Trust on the date that the payment is
payable.  If Participant is not actively employed on the date any such payment
is payable, whether as a consequence of Participant’s resignation or the
termination of employment by Northern Trust for any reason, the date of
Participant’s last day of active employment shall, for all purposes relating to
Participant’s entitlement to any such payment, be the actual date of termination
of employment and, unless and to the extent required by minimum employment
standards legislation, such date shall not be extended by any period of
statutory, contractual, or common law notice period and no part of any such
payment shall be included in any entitlement which Participant may have to any
compensation in lieu of such notice.
India
Any awards made under the Plan are not and shall not be deemed or construed to
be wages, allowances, compensation or benefits payable to the employee either
under their contract of employment or under any applicable law.
United Kingdom
Northern Trust UK entities are subject to the Prudential Regulation Authority
and the Financial Conduct Authority's rules on remuneration (the Remuneration
Codes), which apply to roles identified as material risk taker or Code Staff,
which may impact the terms of any incentive payments a Participant is eligible
to receive and the Authorized Senior Manager reserves the right to make
appropriate changes to the terms upon which any incentive payments are made to
the Participant to reflect these requirements and its remuneration policies.
In respect only of those Participants who have been designated as Senior
Managers for the purposes of the UK Financial Conduct Authority’s and Prudential
Regulation Authority’s Senior and Certified Persons Regime, in addition to those
discretions reserved by Northern Trust in the Plan, and notwithstanding any
rules of the Plan to the contrary, in the event that a Participant’s employment
terminates by reason of resignation, the Authorized Senior Manager may at its
absolute discretion, elect to pay a pro-rata award in respect of the Plan Year
in which employment terminates, and/or to pay any unpaid award referable to a
previous Plan Year.








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