Prospectus excerpt:  Northern Trust Corporation is offering 16,000,000 depositary shares, each representing a 1/1,000th ownership interest in a share of Series C Non-Cumulative Perpetual Preferred Stock, without par value, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share), or the Series C Preferred Stock. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series C Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through Wells Fargo Bank, N.A., as the depositary for the shares of Series C Preferred Stock.

Dividends on the Series C Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 1st day of January, April, July and October of each year, commencing on January 1, 2015, at a rate per annum equal to 5.85%. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series C Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series C Preferred Stock are declared for any future dividend period.