Exhibit Number (99)
                                                            To 3/31/95 Form 10-Q
 
Chairman David W. Fox delivered the following remarks on the highlights of 1994
and the first quarter 1995 at the annual meeting.

As announced in February, I informed our Board about eighteen months ago that
it was my intention to retire on October 3 of this year, which is my fortieth
anniversary date with Northern and is shortly after my sixty-fourth birthday.
The Board has approved a plan of succession whereby Bill Osborn will succeed me
as CEO on June 30 and then also become Chairman in October. Barry Hastings will
become COO on June 30 and assume the additional title of President in October.
It is also my intention to leave Northern's Board at that time, having served
as a Director for the past fourteen years.

  This will be, therefore, the last annual meeting at which I will preside as
Chairman.

  Before turning the podium over to Bill Osborn for a look at Northern's future,
let me make a few observations about the last five and a half years. As Chief
Executive Officer, one of my most important responsibilities to shareholders and
our Board was to provide for a successful and orderly transition of senior
management. With the positioning of Bill Osborn and Barry Hastings this has been
accomplished. Both have long career histories with Northern and bring a wealth
of talent, experience and leadership skills to their new roles. Northern will
not miss a beat under their stewardship, reinforcing my feeling that this is the
right time to make a management transition. These have been exciting and
fulfilling years, and the strong and unfailing support of my colleagues, our
shareholders and our Board of Directors has meant a great deal to me, and I want
to publicly thank them all.

  We are a different bank than we were five years ago, and we will be a
different bank five years from now. Since 1989, trust assets and trust fees have
more than doubled. Northern's market capitalization also doubled in that period,
to $2.1 billion, and net income available for shareholders grew over 65%. While
our stock did not perform as well in 1994 as we would have liked, it has
rewarded long term holders exceedingly well.

  Of even greater importance for the future is that Northern is now in a
position to capitalize further on the growth opportunities in its markets. The
bulk of our $125 million investment in our new trust management system is now
behind us, and the benefits to the Bank and our clients will become more
evident as the year progresses.

  Over $200 million has been spent on acquisitions in the past five years,
significantly expanding our market share and service capabilities.

  The number of domestic office locations also has grown, by 50%, in that same
period. We have adapted to and taken advantage of the changing nature of our
markets, yet remained a highly focused financial institution with a diverse and
profitable business mix.
 
  The competitive challenges, of course, are greater than ever, but the future
is bright. Serving clients exceptionally well will remain our primary mission
and the cornerstone of our success. At the same time we must remain sensitive to
the needs and well-being of Northern people, without whom success is not
possible. We recognize also that we must continue to improve--that clients
expect from us premium quality and premium service at competitive prices, that
they deserve no less. As we grow our revenues, therefore, we must be
particularly mindful of prudently managing our costs. To that end, as previously
announced, we have committed to reducing base-line expenses by $50 million over
the next three years as we work toward our minimum return on equity goal of 18%.

  Good progress toward these objectives was made in the first quarter, but we
still have much work to do. I'm pleased to report that yesterday we announced
very satisfactory first quarter earnings of $49.3 million, up 9% from a year
ago and a new first quarter record. Trust fees grew in excess of 10% in the
quarter and trust assets under administration reached a new high of over $500
billion. But enough of the past. Let me now turn the meeting over to Bill
Osborn for a look ahead.
 
The following remarks on Northern's ongoing business strategies for enhancing
shareholder value were delivered by President William A. Osborn.

Good Morning. For Northern Trust, 1994 was another successful year. We built
upon our market leadership position in our corporate and personal


 
businesses in several respects. We did so by establishing a record level of new
business, by extending our market reach with new offices and additional
capabilities made possible by investment and strategic acquisition, and by
implementing technology upgrades that enhanced the quality and cost structure
of our internal operations. All of this culminated in net income of $182.2
million, the seventh consecutive year that Northern Trust shareholders have
enjoyed record earnings.
 As we move forward in 1995 and beyond, management is keenly focused on
improving upon past accomplishments. We will continue to operate under the
strategic vision that has served so well in making Northern Trust a unique
growth company with attributes attractive to shareholders and clients. Our
overarching strategy is to position Northern within selected individual and
corporate market niches as an unrivaled provider of fiduciary and investment
services, supported by highly focused personal and commercial banking
capabilities and a strong relationship emphasis with clients. Key underlying
objectives of this strategy are to:
 . Achieve consistent, quality earnings per share growth.
 . Increase shareholder value and market capitalization.
 . Build on our present leading market positions in our Corporate and Personal
   businesses.
 . Differentiate the quality, cost competitiveness and performance attributes
   of Northern's products and services.
 I would like to outline for you our key growth opportunities and initiatives
that, in combination with a clear and focused business strategy, are expected
to increase value for you, the shareholders of Northern Trust.
 Northern's clients are individuals, corporations and institutions in very
targeted sectors which provide excellent growth opportunities. In our markets,
Northern is a major, and in some cases, dominant provider. For example, in the
Corporate and Institutional market Northern ranks among the top five providers
in Master Trust and Custody. This group as a whole commands market share fast
approaching 70%. The Corporate and Institutional Services business generates
about 50% of Northern's trust fees, and, combined with other fees and net
interest income, accounts for about 50% of total revenues and profits as well.
There are three key areas of opportunity for sustained growth within our
Corporate and Institutional market: Retirement Services, International Services
and Investment Services. I'll comment on two of these now, and discuss
Investment Services later in the context of opportunities in both our Corporate
and Personal trust markets.
 The opportunity in Retirement Services arises from the projected growth of
financial assets in retirement plans and the shifting of investment
responsibility for these assets from employers to employees. We anticipate
financial asset accumulation will be unprecedented as the baby boom generation
passes through peak wealth-generating years and enters a phase of life where
saving for retirement is a financial priority. With a large client base and a
long history of serving the employee benefit plans of corporations and public
entities, where the dominant portion of retirement savings will be held, we are
in position to serve this rapidly growing asset base.
 The emergence of the defined contribution style retirement plan, which is an
employee-directed alternative to the more traditional defined benefit pension
plan, is the other important trend underlying our growth opportunity in
Retirement Services. Among U.S. private pension plans, defined contribution
assets of $1.2 trillion are now about equal to defined benefit assets. The
primary segment of the defined contribution market, 401(k) plans, is growing at
14% annually versus 9% for defined benefit plans. By 2003, defined contribution
balances are projected to exceed home equity as the largest asset for many
households. The employee-directed nature of defined contribution plans calls
for a higher level of service. Employees require education about saving for
retirement and making asset allocation and investment choices for their
retirement savings portfolio. Recordkeeping and servicing becomes more complex
as the focus moves from the plan level to the participant level.
 Northern's ability to capture market share and benefit from the expanding fee-
based revenue opportunities of this fast growing market was significantly
bolstered by our Hazlehurst & Associates acquisition in 1994. The Northern
Trust/Hazlehurst combination can meet virtually every retirement service demand
in the marketplace. This is a significant competitive advantage for Northern as
prospective clients


 
increasingly seek out providers of a complete, bundled product. We are now win-
ning business in the market where clients sign up for our entire array of re-
tirement services. These services include plan design and administration, par-
ticipant servicing and recordkeeping, and fiduciary, custody, asset management
and benefit payments services.
 In addition, Northern is well-positioned to benefit from the developing trend
of companies wishing to outsource many benefits administration functions that
they have traditionally managed in-house. In 1994, approximately 20% of our new
business in retirement services related to outsourcing arrangements.
 The acquisition and integration of Hazlehurst & Associates has been extremely
successful. We are very pleased that new business in 1994 exceeded our
expectations, and market trends give us reason to be optimistic that the pace of
growth in our Retirement Services business will continue to be robust.
 International Services is another key growth area within our Corporate &
Institutional business. International Services, which encompasses non-U.S.
clients in 19 countries as well as non-U.S. assets for all our clients, is
attractive for both its growth characteristics and its relative profitability.
This is because the margins can be substantially more attractive than those
available in the domestic market. Our international client asset base of $49
billion is our fastest growing market segment and represented a significant 30%
of our new business fees sold in the corporate trust market in 1994. Global
market trends that underlie this growth opportunity include privatization of
government pension funds and increased cross-border investment, as foreign
government asset allocation restrictions are reduced in an effort to boost
returns. As these trends emerge, sponsors of non-U.S. based asset pools are
gradually accepting the master custodian concept as a means to control operating
risk, enhance efficiency, and consolidate information. Northern, and other
select major U.S. providers, are competitively-advantaged in this market as non-
U.S. providers are some years behind in the development of systems and
expertise.
 Northern has been particularly successful winning new business with
governmental entities, especially in the Middle East and Pacific Rim. We
are the first master custodian to have a client in Africa and recently became
the first non-Canadian bank to obtain full trust powers in Canada. To service
clients and conduct securities lending activities in the Pacific Rim, we
established an office in Hong Kong earlier this year.
 The other dimension of International Services is the global custody of our
domestic clients' non-U.S. assets. U.S. pension funds have substantially
increased their international asset allocation from 3% as recently as 1988 to
over 7% in 1993. Projections indicate that this percentage will approach 12% by
1998. In total, our $65 billion of global custody assets ranks us among the
largest global providers. The growth in this business has been very strong with
global assets increasing an average of 34% annually over the past three years.
The growth in global financial asset activity and our competitive position as a
sophisticated provider of service to this market bode well for the continued
expansion of revenues and profitability of our Corporate & Institutional
business.
 Now I'd like to talk about our Personal Financial Services business, which
generates the remaining half of our trust fees and about 50% of our total
revenue and profits. Through an experienced staff that offers a quality of
service unmatched in the marketplace, we provide individual clients with value-
added fiduciary, asset management, tax and estate planning, and private banking
services. We have a broad national presence with a unique network of 47 offices
located in the most affluent areas of five states. These states--Illinois,
Florida, Texas, Arizona and California--have very desirable demographics from
the standpoint of population growth and wealth accumulation. In addition, these
states have a high concentration of established wealth, representing fully one-
third of all wealthy households in the U.S. We are the investment manager for
$34 billion of personal trust assets and administer another $21 billion,
ranking Northern among the top providers in the nation.
 Plans for growth in this business call for an accelerated pace of geographic
expansion for the next several years, possibly supplemented by selective
acquisitions. Our most aggressive plans are in Florida, where over the next
three to four years we will nearly double our network to about 30 offices. When
this expansion is completed, Northern will be in reach of 62% of Florida's
total population and over 80% of our target market. We have already begun this
ambitious program. Offices in Delray Beach, Bonita Springs and Tampa are on
schedule to open in late 1995 or early 1996,

 
and site selection is underway in several other areas as well. In addition, our
acquisition of Beach Bank closed on March 31. This strategic acquisition
extended Northern's reach up the southeast coast of Florida with two locations
in Vero Beach and a leading position in this new market.
 Northern Trust Bank of Florida is a highly profitable operation, earning ROEs
in excess of 30% and ROAs over 2.00%. Florida has grown primarily on a de novo
basis over the past 20 plus years. Our expansion plans here and in other
markets are based on the formula that has proven so successful in Florida,
where profitability of a new office is typically achieved in 18 to 36 months.
 In 1994, Northern celebrated its twentieth year in Arizona and, like Florida,
Arizona's profitability now exceeds all of Northern's key financial targets. To
ensure continued growth, we intend to expand our franchise from the current
four locations to eight over the next several years. Plans are now in place for
a new office in early 1996 in Sun City West, and we have identified other
locations for expansion as well.
 In Illinois, which includes both our Chicago and suburban offices, we also
plan a stepped up pace of expansion. We opened an office in Highland Park in
April of 1994 and have targeted a number of other affluent suburban
communities, including Barrington and Hinsdale, for new offices. We also intend
to open another Chicago location to build on our inner city presence
established with the opening of the Chicago South Financial Center in December.
We have ramped up marketing efforts in Illinois, highlighted by the attendance
of 4,000 clients and prospects at the newly introduced series of Northern Trust
Forums, featuring prominent speakers. Geographic expansion, coupled with
increased marketing and product development efforts, should lead to an improved
rate of revenue growth in Illinois.
 In Texas, the recently announced acquisition of Tanglewood Bank will add an
important level of scale and momentum to our presence in that state. The
addition of Tanglewood Bank, located in an affluent community within Houston,
will more than double the size of our existing Texas franchise and will
accelerate by more than a year our target for profitability in Texas.
 Momentum is building in California and we now project that operation will be
profitable in 1995. Through successful marketing efforts and an established
presence, we have increased our visibility in our six California markets and
are now enjoying the benefits of greater name recognition. In 1994 new business
levels were strong and 1995 is on a record setting pace as well. Tight expense
control combined with a growing revenue stream has profitability on the upswing
in California.
 Investment management is a key component in both our Corporate and Personal
product lines. Assets under management now total $88 billion, of which we
manage $54 billion for corporate clients. The remaining $34 billion is invested
for individual clients. We are one of the largest investment managers in the
U.S., evidenced in a survey by Pensions & Investments magazine that ranked
Northern 14th at year-end 1993 with assets then under management of $77
billion. Investment management has attractive margins. Based on our wide
ranging capabilities and product offerings designed to meet clients' increasing
asset management needs, we expect this business to be an important factor in
trust fee growth. Revenue growth momentum in this area will be enhanced when
our recently announced acquisition of RCB International is closed later this
year. RCB is a well-known and highly respected international equity investment
advisor with a broad range of expertise and products. The firm is particularly
adept at discovering emerging managers and styles. Through a "manager of
managers" approach, RCB offers a variety of global funds as well as regional
and single country investment funds. Acting as a consultant, RCB offers clients
expertise in development of overall investment strategy, in making asset
allocation and investment decisions, and in ongoing portfolio analysis. This
collaboration with clients is an element of plan outsourcing that I commented
on before as a trend that is gaining momentum in the marketplace. This
acquisition is similar to our Hazlehurst acquisition in that it immediately
expands Northern's capabilities to serve an emerging, high growth segment of
our corporate trust business.
 In addition to aggressively pursuing these revenue growth opportunities,
management has two other priorities in 1995. The first is to complete our key
technology initiatives and to positively position our advanced technology in
support of marketing efforts. Technology is fundamental to success in our
business, particularly in the Corporate & Institutional market where investment


 
requirements are significant and technological capabilities define competitive
position. We have technology implementation plans in 1995 that culminate
several multi-year efforts, the most notable being our new Trust Management
System, or TMS. In 1995 we will invest over $30 million to complete the
development and implementation of TMS. This implementation will give Northern
the means to strengthen service quality, lower our cost structure, advantage
new product development, and enhance financial and operating controls. A key
aspect of the TMS implementation is the launch of Northern Trust Passport.
Through Passport, we are defining the next generation of on-line information
delivery. Passport provides clients a user-friendly single point of access to
TMS and decision support tools. It also brings clients closer to Northern
Trust and our network of experts and information than ever before.
 We already have over 200 client users of Passport, and the feedback from them
is very positive. For example, at PepsiCo, one of our largest clients,
Passport was installed to streamline the data management associated with
administering their defined benefit plan. Changes to participant information
that took up to three weeks can now be completed in one day because Passport
gives on-line access to each of PepsiCo's eight benefit administration sites.
PepsiCo, like many of our clients, was actively involved in the development of
Passport. The collaborative approach used in our product development is
proving itself through a high level of client satisfaction with our new
products. With TMS and Passport, Northern will have the newest and most state-
of-the-art system available, effectively positioning Northern in the market as
a client-responsive technology leader.
 The second management priority for 1995 is the implementation of a
disciplined process to reduce our expense base. We have set as our goal the
removal of at least $15 million from the expense base in each of the next
three years, and $50 million in total. This amounts to an annual reduction in
excess of 2% on our 1994 recurring expense base of $671 million. Although
expenses in total are expected to increase over this period, the pace of
expense growth will be significantly slowed. This commitment to base line
expense reduction will enhance productivity performance and earnings per share
while still enabling Northern to invest in important revenue growth
opportunities.
 In summary, our outlook is very positive. Our financial goals continue to be
to grow earnings per share in excess of 10% annually, to earn a long-term
return on equity in the 18% to 20% range and a return on assets in excess of
1.00%, and to achieve a productivity ratio of over 150%. Completion of the
Beach Bank acquisition has cleared the way for us to move forward with our
announced plan to buy back four million shares of our common stock. Management
has a clear focus on increasing return on equity, and this share repurchase plan
will importantly supplement our operating results. Our strategies are focused on
those opportunities with the greatest potential for growth and increased
profitability. This, coupled with our initiatives to maximize the benefits from
our technology investments and contain expense growth, should lead to increasing
shareholder value.
 Finally, I would like to close with a few personal comments that I know are
shared by all Northern people and our Directors.
 This will be Dave Fox's last annual meeting as Chairman and Chief Executive
Officer since Dave is retiring in October after 40 years of service. Each of
those years has been noteworthy for the contributions he has made at every
level, but his leadership as CEO over the past five and one-half years has been
particularly outstanding as the Corporation has continued its uninterrupted
growth in earnings during some very challenging times. Dave has put in place a
lasting emphasis on quality, provided a great balance between tradition and
innovation, and embodied the values that have made Northern special: integrity,
fairness, and an intense focus on client and employee well-being. He is one of
the most respected business and community leaders in Chicago, and his peers in
the banking industry around the world respect his accomplishments and value his
counsel. We have all benefited from his guidance as a leader and warmth as an
individual.
 There will be other opportunities in the next six months for those of us who
have worked with and for Dave to expand on these sentiments and, I hope
embarrass him quite a bit. Today, I would simply ask all of you to join me in
expressing to Dave and his wife Mike how much we will miss them, and in
wishing them all the best in his retirement.