Audit Committee

Current Members: Directors Mooney (Chair), Bynoe, Chabraja, Lane, and Smith
Number of Meetings in 2011: Six
Oversight Activities:

• Appoints and evaluates the performance and independence of the Corporation’s independent registered
  public accounting firm
• Meets with internal audit representatives; receives and discusses the internal audit program and the results of
  examinations
• Meets with the Corporation’s independent registered public accounting firm; reviews and discusses their
  reports issued with respect to the Corporation’s annual consolidated financial statements and the internal financial control structure and procedures for financial reporting

The board of directors has determined that, in its opinion, all current members of the Corporation’s Audit Committee are "independent" directors, as defined by The NASDAQ Stock Market ("NASDAQ"), and "audit committee financial experts," as defined by the applicable SEC regulations.

The board of directors of the Corporation has adopted a formal charter, most recently revised in October 2009, that governs the duties and responsibilities of the Audit Committee. The Audit Committee charter is available on the Corporation’s website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the Corporation’s Corporate Secretary at the address indicated on the first page of this proxy statement.

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Business Risk Committee

Current Members: Directors Bynoe (Chair), Mooney, Prado, Slark, and Smith
Number of Meetings in 2011: Five  
Oversight Activities: 

• Reviews the risks inherent in the businesses of the Corporation and its subsidiaries in the following
  categories and the controls and mitigants for such risks: credit risk, market and liquidity risk, fiduciary risk, operational risk, and the regulatory component of compliance risk
• Reviews the process by which risk-based capital requirements are determined, including the internal capital adequacy assessment process for the Corporation and its subsidiaries

The board of directors has determined that, in its opinion, all current members of the Corporation’s Business Risk Committee are "independent" directors as defined by NASDAQ. The board of directors of the Corporation has adopted a formal charter, most recently revised in January 2010, that governs the duties and responsibilities of the Business Risk Committee. The Business Risk Committee charter is available on the Corporation’s website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the Corporation’s Corporate Secretary at the address indicated on the first page of this proxy statement.

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Business Strategy Committee

Current Members: Directors Jain (Chair), Lane, Prado, Slark, and Tribbett
Number of Meetings in 2011: Four
Oversight Activities:

• Reviews the strategic direction of the Corporation
• Reviews the strategic initiatives of the business units of the Corporation and its subsidiaries
• Reviews the management of strategic risk for the Corporation and its subsidiaries
• Ensures the integration of corporate social responsibility principles related to environmental and social
  practices into the strategic direction and strategic initiatives of the Corporation and its business units and the governance of those practices

The board of directors has determined that, in its opinion, all current members of the Corporation’s Business Strategy Committee are "independent" directors as defined by NASDAQ.

The board of directors of the Corporation has adopted a formal charter, most recently revised in October 2010, that governs the duties and responsibilities of the Business Strategy Committee. The Business Strategy Committee charter is available on the Corporation’s website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the Corporation’s Corporate Secretary at the address indicated on the first page of this proxy statement.

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Compensation and Benefits Committee

Current Members: Directors Chabraja (Chair), Crown, Jain, Mooney, and Rowe

Number of Meetings in 2011: Five
Oversight Activities:

• Oversees the development and operation of the Corporation’s compensation policies, systems, and related control processes
• Reviews and approves the overall goals and purposes of the Corporation’s compensation programs including its incentive programs so that they achieve an appropriate balance and are consistent with safety and soundness principles (including appropriate risk considerations)
• Meets with internal human resources representatives and outside consultants and reviews compensation
  policy, executive compensation levels, and emerging market trends and developments regarding
  compensation practices
• Recommends stock and cash benefit and incentive plans, programs, and payments
• Administers certain stock and cash benefit and incentive plans and programs
• Oversees management development and succession planning
• Reviews, with input of risk management personnel, management’s assessment of the effectiveness of the Corporation’s incentive compensation arrangements and practices to assess the extent to which such arrangements and practices discourage inappropriate risk-taking behavior by participants and are consistent with the Corporation’s safety and soundness

The board of directors has determined that, in its opinion, all current members of the Corporation’s Compensation and Benefits Committee are "independent" directors as defined by NASDAQ.

The board of directors of the Corporation has adopted a formal charter, most recently revised in February 2012, that governs the duties and responsibilities of the Compensation and Benefits Committee. The Compensation and Benefits Committee charter is available on the Corporation’s website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the Corporation’s Corporate Secretary at the address indicated on the first page of this proxy statement.

The Committee retained Aon Hewitt (formerly Hewitt Associates, LLC) ("Aon Hewitt"), a nationally recognized compensation and benefits consulting firm, to provide compensation and benefits advice, including information regarding competitive market data, relevant legal and regulatory requirements, and corporate best practices in the compensation and benefits area. Representatives of Aon Hewitt attended all meetings of the Committee at which 2011 executive compensation decisions were made.

For information about the role of the Committee, compensation consultants, and management in the consideration and determination of executive and director compensation, please refer to the "Compensation Discussion and Analysis—Determining Awards" presented elsewhere in this proxy statement.

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Corporate Governance Committee

Current Members: Directors Rowe (Chair), Crown, Lane, and Tribbett
Number of Meetings in 2011: Five
Oversight Activities:

• Evaluates and recommends candidates for nomination to the board of directors
• Recommends structure and membership of board committees
• Considers candidates for the board recommended by stockholders

The board of directors has determined that, in its opinion, all current members of the Corporation’s Corporate Governance Committee are "independent" directors as defined by NASDAQ.

The board of directors of the Corporation has adopted a formal charter, most recently revised in February 2010, that governs the duties and responsibilities of the Corporate Governance Committee. The Corporate Governance Committee charter is available on the Corporation’s website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the Corporation’s Corporate Secretary at the address indicated on the first page of this proxy statement.

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Executive Committee

Current Members: Directors Waddell (Chair), Bynoe, Chabraja, Jain, Mooney and Rowe
Number of Meetings in 2011: None
Oversight Activities:

• Empowered to act for the board of directors, to the full extent permitted by law, between meetings of the board of directors

The board of directors has determined that, in its opinion, all current members of the Corporation’s Executive Committee, other than Mr. Waddell, are "independent” directors" as defined by NASDAQ.

The board of directors of the Corporation adopted a formal charter in November 2006 that governs the duties and responsibilities of the Executive Committee. The Executive Committee charter is available below: 

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Last Updated: August 27, 2012