Exhibit 24
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Northern Trust Corporation
hereby severally constitute and appoint William A. Osborn and Peter L. Rossiter,
and each of them singly, our true and lawful attorneys and agents with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below a Registration Statement on Form S-8 relating to the
sale of interests in The Northern Trust Company Thrift-Incentive Plan and shares
of Common Stock of Northern Trust Corporation any and all amendments (including
post-effective amendments) to such a Registration Statement and to file any of
the foregoing, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Northern Trust
Corporation to comply with the provisions of the Securities Act of 1933, as
amended and all regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any one of them, to said Registration Statement, and
any and all amendments thereto, and all that said attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of
Attorney this 17th day of October, 1995.
/s/ William A. Osborn
_______________________________________
William A. Osborn
Chairman of the Board,
Chief Executive Officer and Director
/s/ Barry G. Hastings
_______________________________________
Barry G. Hastings
President, Chief Operating
Officer and Director
/s/ Perry R. Pero
_______________________________________
Perry R. Pero
Senior Executive Vice President and
Chief Financial Officer
/s/ Harry W. Short
_______________________________________
Harry W. Short
Senior Vice President and Controller
______________________________ ______________________________
DOLORES E. CROSS WILLIAM G. MITCHELL
Director Director
/S/ ROBERT S. HAMADA /S/ HAROLD B. SMITH
______________________________ ______________________________
ROBERT S. HAMADA HAROLD B. SMITH
Director Director
/S/ ROBERT A. HELMAN
______________________________ ______________________________
ROBERT A. HELMAN WILLIAM D. SMITHBURG
Director Director
/S/ ARTHUR L. KELLY /S/ BIDE L. THOMAS
______________________________ ______________________________
ARTHUR L. KELLY BIDE L. THOMAS
Director Director
______________________________
ROBERT D. KREBS
Director
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Victoria Antoni, a Notary Public in and for said County, in the
aforesaid State, DO HEREBY CERTIFY that the above-named directors and officers
of Northern Trust Corporation, personally known to me to be the same persons
whose names are subscribed to the foregoing instrument, appeared before me this
day in person, and severally acknowledged that they signed and delivered the
said instrument as their free and voluntary act, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this 17th day of October, 1995.
/S/ VICTORIA ANTONI
______________________________
NOTARY PUBLIC
My Commission Expires: 7-25-99
_____________________
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"OFFICIAL SEAL"
VICTORIA ANTONI
Notary Public, State of Illinois
My Commission Expires July 25, 1999
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CERTIFIED COPY
OF
RESOLUTION
OF
NORTHERN TRUST CORPORATION
BOARD OF DIRECTORS
OCTOBER 17, 1995
RESOLVED, that the Chairman of the Board, the President, any Senior
Executive Vice President, the Treasurer and the Assistant Treasurer of this
Corporation be, and each of them hereby is, authorized, in the name and on
behalf of the Corporation, to execute and file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the Securities Act of 1933
relating to the sale pursuant to The Northern Trust Company Thrift-Incentive
Plan of shares of Common Stock of Northern Trust Corporation and the Plan
interests related thereto, such shares not to exceed $10,000,000 in aggregate
market price as of the date used to determine the filing fee for such
Registration Statement, and any amendments (including post-effective amendments)
to such Registration Statement, with all exhibits and other documents in
connection therewith;
FURTHER RESOLVED, that each such officer be, and he hereby is authorized
and directed to take any and all actions and to do any and all things that may
be necessary in connection with the execution and filing of such Registration
Statement, and any amendments thereto (including post-effective amendments),
together with any accompanying exhibits and documents, and which such officer
deems to be in the best interests of the Corporation; and
FURTHER RESOLVED, that William A. Osborn and Peter L. Rossiter, and each of
them, be and they are hereby authorized and empowered, as attorneys-in-fact and
agents, to execute such Registration Statement, and any amendments thereto
(including post-effective amendments), together with any accompanying exhibits
and documents, for and on behalf of any of the above officers of the Corporation
signing such Registration Statement, and any amendments thereto (including post-
effective amendments), together with any accompanying exhibits and documents, on
behalf of the Corporation.
_____________________________________________________________
I, Victoria Antoni, do hereby certify that I am Assistant Secretary of
Northern Trust Corporation, a Delaware corporation; that the above is a true and
complete copy of the Resolution duly adopted at a meeting of the Board of
Directors held on October 17, 1995, at which a quorum for the transaction of
business was present and acted throughout.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
Northern Trust Corporation this 17th day of October, 1995.
/s/ Victoria Antoni
____________________________
Victoria Antoni
Assistant Secretary